- 12 -
Although Ms. Bowers had consulted decedent about forming GFLP,
decedent did not participate in its formation. On December 26,
1996, the secretary of state for the State of Oklahoma issued a
formal certificate.9
On December 26, 1996, Ms. Powell and Mr. Gore executed the
GFLP Partnership Agreement (partnership agreement). The
partnership agreement provided that GFLP was formed for
investment purposes and that profits and losses would be
allocated in proportion to the capital accounts of the partners.
With regard to initial capital contributions to GFLP, the
partnership agreement provided, in part, the following:
Each Partner shall make an initial contribution to the
capital of the Partnership, simultaneously with the
execution of this Agreement, in the amount shown on
Schedule A. In consideration, each Partner shall be
issued such number of units of Partnership interest
(“Partnership Units”) as is indicated on Schedule A,
consisting of the number of units of General
Partnership interest (each a “General Partnership
Unit”) and units of Limited Partnership interest (each
a “Limited Partnership Unit”) shown on Schedule A.
Each Partnership Unit shall represent equivalent
economic interests in the Partnership.
Schedule A to the partnership agreement named only Mr. Gore and
Ms. Powell as general partners and did not list the names of any
limited partners. Schedule A showed that Mr. Gore and Ms. Powell
had contributed $500 each for a general partnership unit. In
9Respondent does not dispute that GFLP is a valid entity
under Oklahoma law.
Page: Previous 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Next
Last modified: November 10, 2007