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a substituted general partner, the business of the partnership is
to be continued as a limited partnership that will succeed to all
assets of the general partnership; otherwise, the general
partnership is to be dissolved and liquidated, with the net
proceeds of the liquidation to be distributed according to the
participation percentages set forth above.
Contributions of Land to the Limited Partnership
Upon formation of the limited partnership, Mr. Forbes
transferred to it title to all 2,058 acres of his land. The
transfer was evidenced by a warranty deed dated March 25, 1982,
stating that in consideration of $1 and 562,978 limited
partnership units, Mr. Forbes conveyed to the limited partnership
“a full undivided interest” in his land “together with all
hereditaments and appurtenances thereto appertaining”.3 The
warranty deed otherwise contains no reference to timber, pecan
trees, or growing crops.
Similarly, upon formation of the limited partnership,
Walter, Betty, and Mr. Forbes (as trustee of a trust created in
1959 for the benefit of Walter and Betty) executed warranty deeds
transferring to the limited partnership approximately 3,296
3 Thus, for purposes of valuing initial equity capital
contributions of Walter T. Forbes, Sr. (Mr. Forbes), the 2,058
acres of the Forbes land was treated as having fair market value
of $562,978. The record does not reveal the basis for this
valuation, nor the basis of the initial equity capital
contributions by Walter T. Forbes, Jr., (Walter) and Betty F.
Rayburn (Betty), discussed infra.
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