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and obligations of the Partnership and management
fees;
(b) Second, to fund reserves for working
capital, improvements or replacements or
contingencies, to the extent deemed reasonable by
the General Partner; and
(c) Thereafter, to the Partners in proportion
to their respective Percentage Interests.
(3) Each FLP had as its general partner a corporation
(sometimes referred to as the corporate general partners): (a)
RMA Smithfield/Walpole Management Company, Inc. (RMA, Inc.); (b)
DAS Tyngsboro Management Company, Inc. (DAS, Inc.); and (c) DAC
Tyngsboro Management Company, Inc. (DAC, Inc.). The president of
DAS, Inc., and DAC, Inc., was Mr. Goldman, decedent’s limited
guardian ad litem, who had the “exclusive right” to manage those
FLPs. Similarly, Mr. Harold E. Rubin was named president of RMA,
Inc., and accordingly, he also had management responsibilities
over the RMA FLP.11 As the presidents of the corporate general
partners, Messrs. Goldman and Rubin acted in a fiduciary capacity
for decedent and had complete discretion to determine how much
money decedent needed from the FLPs to meet her needs.
(4) By and through her legal representatives, decedent also
formed three separate revocable trusts (the family trusts) to
hold her stock in the corporate general partners. In 1995, the
11Mr. Rubin was the limited guardian ad litem of decedent
with respect to the interests of Mr. Richard Abraham in her
estate.
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