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In July 1986, petitioner invested in a Hoyt partnership
known as Durham Genetic Engineering 1986-1 (DGE 86-1). However,
this partnership was “rescinded” later that year, forcing
petitioner to invest in another partnership known as Shorthorn
Genetic Engineering 1986 Ltd. (SGE 86). On December 22, 1986,
petitioner signed a series of four documents relating to his
investment in SGE 86. The first document was titled “1986
Acknowledgement”. This document provided: “This is to
acknowledge I became a Partner in DGE 1986-1 on/or about July 22,
1986, and that I owned an undivided 1/30th interest in the
partnership on that date through a binding oral and/or written
agreement * * * . I agree to adopt and to be bound by all the
terms of the Partnership Agreement.” The second document, titled
“Instructions to the Managing General Partner and and [sic]
Acknowledgement of Certain Agreements”, provided in relevant
part:
(1) I [petitioner] hereby give you [Mr. Hoyt] the
irrevocable authority to sign my name to a Certificate of
Assumption of Primary Liability Form on a full recourse
Promissory Note in the amount of $75,000.00 that will become
part of a transfer of debt agreement between me, the
Partnership and HOYT & SONS RANCHES, said note having been
delivered 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 you to sign my name on notes
that were made for the purchase of Registered Shorthorn
Breeding cattle from HOYT & SONS RANCHES, and no other
purpose. I understand I will owe this amount directly to
HOYT & SONS RANCHES and not to my Partnership. I understand
I must pay this debt myself. It is my goal to pay it out of
my share of the Partnership profits.
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