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children consented to the transfer of limited partnership
interests, having waived the requirement of a writing.
Pursuant to the AVLP agreement, Susan Jones Miller and
Elizabeth Jones as general partners would have had to consent in
writing to the transfer of the interests as limited partnership
interests. Also, 75 percent of the remaining limited partners,
i.e., Elizabeth Jones, Susan Jones Miller, Kathleen Jones Avery,
Lorine Jones Booth, and decedent, would have had to consent in
writing. Pursuant to the JBLP agreement, A.C. Jones as general
partner would have had to consent in writing to the transfer as a
limited partnership interest. Also, all of the remaining limited
partners, i.e., A.C. Jones and decedent, would have had to
consent in writing.
Although the estate argues that the absence of written
consents leads to the conclusion that the interests transferred
were assignee interests, it is difficult to reconcile that
position with the language that decedent, his children, and
Elliott used to document and characterize the transfers. First,
the documents entitled “Gift Assignment of Limited Partnership
Interest”, created by decedent to carry out the transfers, state
that, after the transfers are complete, each child will hold his
or her newly acquired interest as a “limited partnership
interest”. Second, in his 1995 Federal gift tax return, decedent
describes the gifts as “limited partnership interests” rather
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