Estate of Austin Korby - Page 21

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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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