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percent owners through trusts and who each signed the KPLP
agreement. Austin alone decided which of his and Edna’s assets
would be contributed to KPLP, the terms of the KPLP agreement,
that the living trust would receive management fees as general
partner, and whether the limited partners would receive any
distributions. In his testimony, Dennis was unfamiliar with the
terms of the KPLP agreement. He thought its terms were followed
at all times but was unsure how the management fees were to be
determined. Gary Korby, one of Dennis’s brothers, testified that
he was not aware that his father received management fees from
KPLP, that he was not represented in the formation of KPLP, and
that he did not know how he acquired his interest in KPLP,
whether by gift or otherwise. He also testified that although he
signed the KPLP agreement in 1994, the first time his father
explained the partnership to him and gave him a chance to ask
questions about it was at a partnership meeting in February 1995.
Dennis’ other two brothers did not testify at trial, but the
parties stipulated that their testimony would echo Gary’s
testimony. These facts indicate that none of Austin’s and Edna’s
four sons was involved in the formation of the partnership or the
drafting of the KPLP agreement. Austin essentially stood on all
sides of the partnership’s formation and approved the provisions
of the KPLP agreement without negotiation or input from the
limited partners.
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