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Hope Jr., and Sunroad corporation were 12, 12, 12, and 64
percent, respectively. The partnership agreement also stated as
to the partners’ business relationship extensive details on,
among other things, the manner in which HCMP shall acquire its
capital, the manner in which HCMP shall allocate its profits and
losses, the manner in which HCMP shall be dissolved, and the
manner in which HCMP shall be liquidated following its
dissolution.
On or about January 30, 1987, HCMP agreed to lease from the
Port District 1,315,440 square feet of tideland area located on
Harbor Island Drive in San Diego, upon which HCMP would construct
the marina. The underlying lease (marina lease) was signed by
each HCMP partner and stated that the tideland area was let for a
40-year period beginning February 1, 1987. On or about March 16,
1988, the Mutual Life Insurance Company of New York (MONY) lent
$13.5 million to HCMP (MONY loan) to acquire and develop the
marina. The MONY loan was nonrecourse, and it was secured by an
interest in the marina lease granted to MONY by HCMP. Each HCMP
partner signed and executed in favor of MONY a single $13.5
million promissory note ($13.5 million promissory note), the
terms of which were governed and construed by California law.
The partnership agreement provided that the managing general
partner had the sole right to manage HCMP’s business. During
HCMP’s existence, Collins vigorously challenged many of the
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