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2036(a)(1) and principles under section 2036(a) that the Supreme
Count established in United States v. Byrum, supra, it also fails
to apply principles established by Minnesota law regarding the
fiduciary duties of the partners of partnerships and the trustees
of trusts, which the majority opinion acknowledges exist.19 This
is evidenced by the following passage from the majority opinion’s
rationale:
The estate’s argument that the general partner’s
fiduciary duties prevents a finding of an implied
agreement is overcome by the lack of activity following
BFLP’s formation and BFLP’s failure to perform any
meaningful functions as an entity. We conclude that
decedent’s transfer to BFLP for a 99-percent ownership
interest in the partnership did not alter his control
of the WCB Holdings class B membership units
transferred to BFLP. * * *
19The majority opinion acknowledges:
Under Minnesota law, the relationship of partners is
fiduciary in character, and each partner owes the other
partners the highest degree of integrity, loyalty, and
good faith. Prince v. Sonnesyn, 222 Minn. 528, 535
(1946); Margeson v. Margeson, 376 N.W.2d 269 (Minn. Ct.
App. 1985). In a limited partnership, a general
partner can be liable to the limited partners for
breach of fiduciary duty. Minn. Stat. Ann. sec.
322A.33 (West 2004); see also Minn. Stat. Ann. sec.
323.20 (West 1995), repealed by Laws 1997, ch. 174,
art. 12, sec. 68, effective Jan. 1, 2002, but replaced
by Minn. Stat. Ann. secs. 323A.4-04 and 323A.4-05,
effective Jan. 1, 1999 (West 2004). In addition, the
ISA Trust trustees owed fiduciary duties to its
beneficiaries. See Minn. Stat. Ann. sec. 501B.10
(West. Supp. 1990), repealed by Laws 1996, ch. 314,
sec. 8, eff. Jan. 1, 1997, replaced by Minn. Stat. Ann.
sec. 501B.151, effective Jan. 1, 1997 (West 2002 &
Supp. 2004); Minn. Stat. Ann. sec. 501B.60 (West 1990).
Majority op. p. 59 note 12.
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