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the handling of partnership affairs. Pursuant to the settlement
agreement, the Forster Ranch property, with the exception of 22
lots referred to as the equestrian lots, was sold, and the
proceeds were applied to reduce the unpaid balance on the funding
provided through Borg-Warner. Certain other properties were
distributed to Shannon, Sea-Aire, and Mr. Fitzsimon in undivided
interests of 47.62 percent, 28.57 percent, and 23.81 percent,
respectively. These properties included the equestrian lots and
the stock of Shorecliffs Golf Course, Inc.4 (Shorecliffs).
Shorecliffs held title to a golf course of the same name which
had previously been acquired by Estrella and the business of
which was operated by Mr. Spence.
S.C. Equestrian Lots, Ltd.
Following the just-described settlement, the 22 equestrian
lots were contributed to form S.C. Equestrian Lots, Ltd. (SCE), a
California limited partnership. Sea-Aire served as the general
partner through at least July 1, 1992. Thereafter, Uppaway
Investments, Inc. (Uppaway), another entity related to Mr.
Johnston, seems to have been substituted as general partner.
Both Mr. Johnston and Mr. Fitzsimon were named as limited
4 The various documents and filings submitted by the parties
refer to this entity both as Shorecliffs Golf Course, Inc., and
as Shorecliff Golf Course, Inc. The plural form was selected by
petitioners and respondent in their memoranda addressing the
instant motions, and we for clarity adopt the plural throughout
our discussion.
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