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protection of his estate from frivolous lawsuits and creditors,
greater flexibility than trusts, a means to limit expenses if any
lawsuits should arise, tutelage with respect to managing the
family’s assets, and tax benefits with respect to transfer taxes.
On December 29, 1996, decedent contributed all of his
4,621,166 WCB Holdings class B governance and 4,621,166 WCB
Holdings class B financial units to BFLP in exchange for a 99-
percent limited partnership interest in BFLP. ISA Trust
contributed 46,678 WCB Holdings class B governance and 46,678 WCB
Holdings class B financial units to BFLP and received a 1-percent
general partnership interest in exchange. Mr. Boyle (as trustee
of ISA Trust), decedent, and Mr. Fullmer (as decedent’s estate
planning counsel) negotiated the terms of the partnership, and
explained the partnership to Mark Bongard (cotrustee of ISA
Trust) before the partnership agreement was executed. Pursuant
to the partnership agreement, either decedent, as limited
partner, or ISA Trust, as general partner, could propose
amendments to the partnership. For a proposed amendment to be
adopted, both the general partner, ISA Trust, and 60 percent of
the limited partnership interests needed to vote in favor of the
amendment. BFLP was validly created and existing under Minnesota
law until decedent’s death.
In the event BFLP liquidated, its assets were first to be
allocated to satisfy its creditors, other than the general
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