-41-
Second, the partners of the LRFLP did not negotiate or set
any of the terms of the LRFLP, and decedent’s daughter (as
decedent’s attorney-in-fact, cotrustee of the Lillie Investment
Trust, and general partner of the LRFLP) stood on all sides of
the transaction. See Estate of Strangi v. Commissioner, 417 F.3d
468 (5th Cir. 2005); Estate of Hillgren v. Commissioner, T.C.
Memo. 2004-46; Estate of Harper v. Commissioner, supra. Feldman
singlehandedly set up everything connected with the LRFLP without
first discussing the matter with any of the partners. See Estate
of Harper v. Commissioner, supra; Estate of Korby v.
Commissioner, T.C. Memo. 2005-103; Estate of Korby v.
Commissioner, T.C. Memo. 2005-102. He decided who should be the
general and limited partners and how much each partner would
contribute to the LRFLP. He represented each initial partner in
the formation of the LRFLP, and he chose the limited partnership
form solely so that decedent or her estate could claim discounts
on the proportionate values of the assets that were reflected in
the partnership interests that were either the subject of gifts
or included in decedent’s gross estate. As decedent’s daughter
conceded at trial: Feldman “drew up the partnership agreement,
and he was the one who told us what to do and how to do it.”
Third, while the LRFLP agreement was signed on July 31,
1996, decedent did not make her initial contribution until
October 11, 1996, and decedent’s children did not make their
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