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In the instant case, there is no evidence that petitioners
and the other partners of MIL ever disregarded section 8.01 of
the partnership agreement, the provision on which they now rely.
Indeed, when petitioners assigned their class A limited
partnership interests to the foundation in 1995, all of the
initial MIL partners consented in writing to the admission of the
foundation as a class A limited partner, as required by said
section 8.01. Furthermore, the assignment agreement with respect
to the gifted interest does not contain language of the type
quoted above from the Kerr assignment documents, nor does it
contain any of the language in the Southfield agreement relating
to the admission of the assignee as a partner in MIL. Finally,
petitioners and their children could not unilaterally admit the
assignees as partners in MIL; any such admission required the
consent of the foundation, an unrelated third party.
Respondent makes note of the fact that the assignment
agreement provides that “Assignors hereby relinquish all dominion
and control over the Assigned Partnership Interest and assign to
Assignees all of Assignors’ rights with respect to the Assigned
Partnership Interest”. However, the issue in this case is not
whether petitioners transferred partnership interests; under the
terms of the Act, the partnership agreement, and the assignment
agreement, they undoubtedly could and did. That having been
said, both the Act and the partnership agreement define the term
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