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managing particular assets of their parents during their parents’
lives and thereafter.
Mr. Stone agreed with certain of the children’s comments and
certain of their suggested changes to the draft partnership
agreements that Mr. Merline had prepared for Mr. Stone, and Mr.
Merline made changes to those draft partnership agreements in
order to incorporate such comments and suggested changes. For
example, one new provision incorporated into all five of the
draft partnership agreements prevented anyone who obtained a
power of attorney on behalf of Mr. Stone from using that power of
attorney to vote any general partnership interest that Mr. Stone
was to receive in each of the proposed five family limited
partnerships. Another example was a new provision included only
in the draft partnership agreement for the proposed partnership
in which C. Rivers Stone was to hold a general partnership
interest and in the draft partnership agreement for the proposed
partnership in which Ms. Fraser was to hold a general partnership
interest. That new provision required the unanimous consent of
all the prospective general partners of each such prospective
partnership in order to authorize such partnership to sell,
transfer, assign, exchange, lease, convey, subdivide, partition,
or encumber certain of the Piney Mountain property in the case of
the proposed partnership in which C. Rivers Stone was to own a
general partnership interest and certain of the Cedar Mountain
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