Estate of Albert Strangi, Deceased, Rosalie Gulig, Independent Executrix - Page 19

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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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