- 115 -
Majority op. pp. 58-59; fn. ref. omitted.
The majority opinion cites nothing in Minnesota law that
supports the above-quoted conclusions. Irrespective of any “lack
of activity” following BFLP’s formation and any “failure [by
BFLP] to perform any meaningful functions”, majority op. pp. 58-
59, ISA Trust, as the general partner of BFLP, owed fiduciary
duties to decedent, and decedent, as a limited partner of BFLP,
owed fiduciary duties to ISA Trust. Majority op. p. 59 note 12.
ISA Trust, as the general partner of BFLP, and decedent, as a
limited partner of BFLP, also owed fiduciary duties to BFLP.
Margeson v. Margeson, 376 N.W.2d 269, 272 (Minn. Ct. App. 1985).
In addition, the trustees of ISA trust owed fiduciary duties to
the beneficiaries of that trust. Majority op. p. 59 note 12.
The majority opinion points to nothing in Minnesota law that
relieved decedent, ISA Trust, and its trustees of their
respective fiduciary duties because of BFLP’s “lack of activity”
or “failure to perform any meaningful functions” during
decedent’s lifetime. Majority op. pp. 58-59. ISA Trust and
decedent would be breaching their respective fiduciary duties to
each other and to BFLP, and the trustees of ISA Trust would be
breaching their fiduciary duties to the beneficiaries of that
trust, if they were to allow decedent to retain, as the majority
opinion concludes he did, “control over BFLP” and “control [over]
the units transferred to BFLP”, majority op. p. 58, and if, as
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