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adequate and full consideration under Kimbell v. United States,
371 F.3d 257, 265 (5th Cir. 2004), where the court stated:
In summary, what is required for the transfer by
Mrs. Kimbell to the Partnership to qualify as a bona
fide sale is that it be a sale in which the decedent/
transferor actually parted with her interest in the
assets transferred and the partnership/transferee
actually parted with the partnership interest issued in
exchange. In order for the sale to be for adequate and
full consideration, the exchange of assets for
partnership interests must be roughly equivalent so the
transfer does not deplete the estate. * * *
The estate’s reliance on Kimbell is misplaced because the
facts in that case differ substantially from those here. First,
decedent’s trust did not part with all of its interest in the
Padaro Lane property as shown by the fact that the property
continued to secure the obligations of decedent and the trust to
repay the Great Western Bank loan and the Union Bank line of
credit.
Second, because there was no potential benefit for decedent
or her trust stemming from the transfer of the Padaro Lane
property to Spindrift, the partnership interest received by
decedent’s trust was not equivalent to the Padaro Lane property.
Third, the general partner of the Kimbell partnership was a
limited liability company, not Mrs. Kimbell’s trust. When Mrs.
Kimbell’s trust transferred property to the partnership, the
trust shielded itself from liability. In contrast, decedent’s
trust was the sole general partner of Spindrift. The transfer of
the Padaro Lane property from decedent’s trust to Spindrift did
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