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Underlying both of these arguments is the particular structure of
the SFLP/Stranco arrangement, as set forth in the relevant
governing documents.
The SFLP agreement provides that distributions of proceeds
and assets from the entity shall be made in the sole discretion
of the managing general partner. The SFLP agreement also
designates Stranco as the managing general partner. Stranco, in
turn, executed the management agreement employing Mr. Gulig to
manage the day-to-day business of SFLP, as well as of Stranco
itself. Yet Mr. Gulig was already decedent’s attorney in fact
pursuant to the 1988 general power of attorney. Under this
instrument, Mr. Gulig was granted full and durable authority to
act for decedent in his “name, place and stead”. Mr. Gulig set
up the SFLP/Stranco arrangement to facilitate decedent’s estate
planning goals and capitalized the partnership primarily with
decedent’s property.
When distilled to their most essential terms, the governing
documents gave Mr. Gulig authority to specify distributions from
SFLP, which is entirely consistent with his authority under the
1988 power of attorney. Although the estate protests that
Mr. Gulig’s authority under the management agreement was limited
to managing “the day-to-day business” of the partnership and did
not extend to making distributions or loans, the pertinent
instruments provide no basis for concluding that making
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