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than assignee interests. Third, in an affidavit executed on
January 12, 1999, A.C. Jones states that the gifts that he and
his sisters received from decedent were “limited partnership
interests”. Fourth, the 1995, 1996, 1997, and 1998 Federal
income tax returns for JBLP and AVLP, signed by A.C. Jones and
Elizabeth Jones, respectively, designate the interests as limited
partnership interests on the Schedules K-1. Fifth, although he
claimed at trial that he was valuing assignee interests,
Elliott’s written report referred only to limited partnership
interests. These factors lead to the conclusion that the
estate’s argument, that decedent transferred assignee interests,
was an afterthought in the later stages of litigation.
Also, after giving the gifts to his daughters, decedent was
left with a 20.518-percent limited partnership interest. Section
5.4 of the AVLP agreement was modified so that consent of
85 percent of the partners was required in order for a general
partner to sell a real estate interest belonging to the
partnership. With this modification, decedent could retain the
power to block unilaterally a sale of a real estate interest even
after giving the gifts. This amendment would not have been
necessary if the daughters had received only assignee interests.
This case is distinguishable from Estate of Nowell v.
Commissioner, T.C. Memo. 1999-15, relied on by petitioner. In
Estate of Nowell, the partnership agreements specified that the
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