Estate of W.W. Jones II, Deceased, A.C. Jones IV, Independent Executor - Page 14




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               Respondent argues that both partnership agreements contain             
          provisions limiting the ability of a partner to liquidate that              
          are more restrictive than the default Texas partnership                     
          provisions.  Specifically, respondent points to section 9.2 of              
          the partnership agreements, which provides that each partnership            
          shall continue for a period of 35 years.  Respondent also points            
          to section 9.3 of the partnership agreements, which prohibits a             
          limited partner from withdrawing from the partnership or from               
          demanding the return of any part of a partner’s capital account             
          except upon termination of the partnership.                                 
               Respondent compares sections 9.2 and 9.3 of the partnership            
          agreements with section 6.03 of the Texas Revised Limited                   
          Partnership Act (TRLPA).  TRLPA section 6.03 provides:                      
               A limited partner may withdraw from a limited                          
               partnership at the time or on the occurrence of events                 
               specified in a written partnership agreement and in                    
               accordance with that written partnership agreement.  If                
               the partnership agreement does not specify such a time                 
               or event or a definite time for the dissolution and                    
               winding up of the limited partnership, a limited                       
               partner may withdraw on giving written notice not less                 
               than six months before the date of withdrawal to each                  
               general partner * * *.                                                 
          Tex. Rev. Civ. Stat. Ann. art. 6132a-1, sec. 6.03 (West Supp.               
          1993).                                                                      
               Respondent’s argument is essentially the same as the                   
          argument we rejected in Kerr v. Commissioner, 113 T.C. 449, 469-            
          474 (1999).  In Kerr, the taxpayers and their children formed two           






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