- 24 -
“partnership interest” in terms of economic rights (and do not
equate the term with membership in the partnership).7 Thus, it
is entirely consistent to say that petitioners assigned all of
their rights with respect to their partnership interests, yet did
not assign all of their rights as class B limited partners (i.e.,
did not cause the assignees to be admitted as substitute class B
limited partners).
In sum, we conclude that the facts in this case do not
permit us to infer, as we did in Kerr, that petitioners intended
to transfer all of their rights as partners and that all of the
other partners effectively consented to the admission of the
assignees as partners. Rather, petitioners assigned only
economic rights with respect to MIL, and we shall proceed to
value the gifted interest on that basis.8
7 The partnership agreement provides that the term
“partnership interest” means the interest in the partnership
representing any partner’s right to receive distributions from
the partnership and to receive allocations of partnership profit
and loss. The statutory definition is similarly worded. See
Tex. Rev. Civ. Stat. Ann. art. 6132a-1, sec. 1.02(11) (Vernon
2001) (the Act) and accompanying bar committee comment; see also
id. sec. 7.02(a)(1), (3), and (4) (assignment of partnership
interest entitles the assignee to distributions and allocations,
but the assignor continues to be a partner and to have the power
to exercise any rights or powers of a partner, until the assignee
becomes a partner).
8 To use the terminology favored by the parties, we shall
value the gifted interest as an assignee interest.
Page: Previous 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 NextLast modified: May 25, 2011