Estate of Albert Strangi - Page 31




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          that decedent could have had the assets distributed to himself to           
          complete the sale.                                                          
               The majority, however, holds that, because the formalities             
          were followed and SFLP was validly formed under State law, the              
          partnership had sufficient substance to be recognized for tax               
          purposes.  The majority then values decedent's partnership                  
          interest as if the restrictions in the written partnership                  
          agreement were actually binding on the partners.  The majority              
          states, "The actual control exercised by Mr. Gulig, combined with           
          the 99-percent limited partnership interest in SFLP and the 47-             
          percent interest in Stranco, suggest the possibility of including           
          the property transferred to the partnership in decedent's estate            
          under section 2036."  Majority op. p. 15.  It seems incongruous             
          that for purposes of section 2036 this Court could look to the              
          actual control decedent exercised over the assets of the                    
          partnership, but for purposes of determining the appropriate                
          discounts for valuing decedent's interest in the partnership this           
          Court is limited to the written partnership agreement.                      
               Assuming, arguendo, that the partnership must be recognized            
          for Federal estate tax purposes, I would value the interest under           
          the agreement that existed in fact, rather than under the written           
          partnership agreement that had no relationship to the reality of            
          decedent's ownership and control of the assets contributed to the           
          partnership.                                                                






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