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ISA Trust had the same relationship to the respective WCB
Holdings class B membership units that they transferred to BFLP.
Decedent owned a limited partnership interest, and ISA Trust
owned a general partnership interest, in BFLP. BFLP, in turn,
owned such units transferred to it. Decedent, as a limited
partner of BFLP, did not have, and did not exercise, control over
BFLP, its assets, its activities, or its general partner, ISA
Trust.
In addition to the factual flaws in the majority opinion’s
rationale, that rationale is logically flawed. It is a non
sequitur for the majority opinion to conclude that, because of
decedent’s alleged ability to cause Empak to redeem the Empak
stock owned by WCB Holdings and to cause WCB Holdings to redeem
the WCB Holdings class B membership units owned by BFLP,
“decedent controlled whether BFLP could transform its * * * class
B WCB Holdings membership units * * * into a liquid asset * * *
[and] exercised practical control over BFLP”. Majority op. pp.
57-58. It also is a non sequitur for the majority opinion to
conclude that any such alleged ability “demonstrates the
understanding of the parties involved that decedent retained the
right to control the units transferred to BFLP” and that his
transfer to BFLP of his WCB Holdings class B membership units
“did not alter his control” of such units. Majority op. pp. 58-
59. The alleged ability of decedent to cause Empak to redeem the
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