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partnership. The evidence indicates that the purchase price was
computed consistently with this representation. Following this
sale, the general partnership (i.e., Walter and Betty) managed
all the assets, including the timber and pecan orchards, on
the land held by the limited partnership and paid for all timber
plantings on the land.
The termination agreement whereby the limited partnership
and the general partnership were terminated in 1988 clearly
indicates the parties’ understanding that the limited partnership
owned only the “Realty”, defined in the termination agreement as
the land itself and excluding, among other things, crops and
trees, and that the general partnership owned the “Improvements
and Personalty” thereon, defined in the termination agreement to
include, among other things, timber, crops, and trees. The QTIP
trust had a partnership interest in the limited partnership, but
no interest in the general partnership between Walter and Betty.
The termination agreement reflects the parties’ intention that in
distributing the assets of the two partnerships, Walter’s and
Betty’s interests in their respective parcels would include both
“Realty” and “Improvements and Personalty”, whereas the QTIP
trustee would receive only 42-percent undivided interests in the
“Realty”. After the termination of the partnerships, the QTIP
trustee agreed to give Walter and Betty the “entire use” of their
respective parcels in consideration for their payment of ad
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