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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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