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that she owned to RSMLP in exchange for a limited partnership
interest. When the partners of RSMLP formed and funded that
partnership, they contemplated and intended that RSMLP operate as
a joint enterprise for profit for the management of its assets
and that Ms. Morris contribute her services in providing such
management.
After the partners of RSMLP transferred the respective
assets that they owned to RSMLP in exchange for certain partner-
ship interests, Ms. Morris began actively managing the assets of
RSMLP, as Mr. and Ms. Stone intended. In this connection, Ms.
Morris, on behalf of RSMLP, began actively managing its real
estate holdings. She also transferred certain of RSMLP’s securi-
ties from a brokerage account that it had in Greenville, South
Carolina, to a brokerage account that she opened for it in
Savannah, Georgia, where she was living. In addition, the
respective partnership returns that RSMLP filed for 1997, 1998,
and 1999 reflected that RSMLP made investment decisions to sell
certain of its stock for substantial gains.35 Those partnership
returns also reflected that RSMLP rented certain of its real
property from which it received and reported rental income. Ms.
Morris also hired on behalf of RSMLP advisors and accountants who
at all times were different from those of ES3LP, ES4LP, CRSLP,
35Although not altogether clear from the record, it appears
that RSMLP reinvested the proceeds from the sale of its stock.
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