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estate further contends that a “hypothetical, willing buyer may
only become an assignee under this Partnership Agreement and
Texas law”, and Mrs. Dailey “actually transferred” assignee
interests, but there is “no evidence in the record before this
Court regarding the fair market value of any assignee * * *
interests”. Article IX of the Agreement provides for “Sale of a
Partner’s Interest”, and the Texas Revised Limited Partnership
Act, Tex. Rev. Civ. Stat. Ann. art. 6132a-1 (Vernon 1993),
provides for assignments but does not prohibit sales. The plain
language of Mrs. Dailey’s December 8, 1992, letter states that
she was transferring partnership interests pursuant to the
Agreement. See Kerr v. Commissioner, 113 T.C. 449, 463-465
(1999) (rejecting donors’ contention that Texas partnership
transfers were mere assignments). In addition, the lack of
evidence of the value of any purported assignment supports our
rejection of the estate’s contention.
Mrs. Dailey gave Mr. Dailey a 1-percent limited partnership
interest on formation, but the FLP had no assets on that date.
Mrs. Dailey made gifts of 45- and 15-percent limited partnership
interests to her son and daughter-in-law, respectively, and thus
retained 39 percent in the trust at death. The parties
stipulated, however, that Mrs. Dailey retained 40 percent.
Respondent inexplicably does not contend that the initial 1-
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