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* * * * * * *
(6) I am a General Partner and a Limited Partner (for tax
purposes only) because I have personally assumed Partnership
liabilities (a Limited Partner does not personally assume
Partnership liabilities).
(7) Because I have the right to increase or decrease
(including down to zero) the amount of cash I contribute to
the Partnership each year, you may charge my capital account
nine percent (9%) interest on the amount of unpaid required
contributions not paid until liquidation and distribution of
all Partnership assets. The total cash I contribute during
the first five years of the Partnership’s life, divided by
$2,500.00, must be the total number of units I will own.
* * * * * * *
(9) By the sixth year the Partnership is in business, it
must begin selling raised breeding cattle to pay the
installment payments on cattle purchase notes.
When Ms. Hansen signed documents such as these, Ms. Hansen
believed that petitioners would be required to repay the
promissory notes.
On January 17, 1987, Mr. Hansen signed a form titled
“Instructions to Hoyt and Sons Ranches -- Acknowledgement of
Appointment of Power of Attorney”. This form provided:
(1) I have given Walter J. Hoyt III the irrevocable
authority to sign my name to a Certificate of Assumption of
Primary Liability Form as part of a transfer on a full
recourse Promissory Note in the amount of $175,000, that
will become part of a transfer of debt agreement between me,
the Partnership known as Durham Genetic Engineering 1986
Ltd., and HOYT & SONS RANCHES, said note having been
delivered to HOYT & SONS RANCHES to pay for breeding cattle
purchased from HOYT & SONS RANCHES, an Oregon Partnership,
in Burns, Oregon, which are to be held as breeding cattle by
the above named Partnership. This authorizes Mr. Hoyt to
sign my name on the notes that were made for the purchase of
Registered Durham Breeding cattle from HOYT & SONS RANCHES,
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Last modified: May 25, 2011