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Hill House owned and operated an apartment complex
that consisted of an 11-story building containing 188
apartment units, an office suite, a two-level underground
parking garage, and a swimming pool. The apartment complex
had been constructed in 1964. At the time of the
decedent's death, only three of the apartment units in the
complex were vacant. As of December 31, 1992, there was
one mortgage on the property in the principal amount of
$448,544. The mortgage was payable in monthly installments
of $18,406, including principal and interest at the annual
rate of 6.25 percent. The final mortgage payment was due
on April 1, 1993. The parties agree that on the date of
the decedent’s death the fair market value of the apartment
complex was $10,050,000.
Hill House is governed by the Hill House Limited
Partnership Agreement of May 1, 1980. Article IV of the
agreement governs distributions to the partners. Paragraph
4.1 of the agreement gives the general partner sole
discretion to determine when distributions are made. It
further provides: “Such distributions shall be made pro
rata to the Partners in accordance with their respective
Percentage Interests.” Article VII of the agreement
governs the transferability of partnership interests, and
paragraph 7.3 thereof gives all partners a right of first
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Last modified: May 25, 2011