- 11 -
As noted, Dr. Chambers believed that through Lever, Pencot, and
Archimedes he and petitioner were, in effect, equal owners of
Onex Farms. Apparently, Dr. Chambers would not accept the
consequences of any transaction that resulted in the diminution
of his ownership interest in Onex Farms.
Petitioner explained that he surrendered the distributed
partnership interest because he did not want to be sued by Dr.
Chambers, whom he describes as an aggressive, overbearing
individual. Petitioner did not explain why he did not simply
divide that interest in a manner satisfactory to Dr. Chambers
and preserve their equal ownership in Onex Farms. Instead,
petitioner, acting as liquidating partner of Archimedes, caused
the distributed partnership interest to be distributed in its
entirety to himself. When petitioner ultimately surrendered the
distributed partnership interest, we would expect it to have been
allocated proportionally among the remaining partners, resulting
in Lever’s and Pencot’s owning 33-1/3 percent and 66-2/3
percent,7 respectively, of Onex Farms, but this expected result
is reflected neither in the final partnership return of Onex
Farms nor in the ownership interests in Titan. When Onex Farms
was terminated and Titan created for “the continuation of the
7 Arguments in petitioners’ memorandum are based upon the
premise that after petitioner surrendered the distributed
partnership interest, Lever owned a one-third partnership
interest in Onex Farms and Pencot owned a two-thirds interest.
There is no support for this premise in the record.
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