This sounds like a buy/sell agreement, using a life insurance policy. It would just be much easier for each partner to get a life insurance policy used only for buying out the other partner, making the other partner the beneficiary of that life insurance policy. So partner one would have a life insurance policy, for the amount of the buyout. Partner two would be the beneficiary of that life insurance. That is an easier, and simpler way of doing what I think you're trying to do.
Craig W. Smalley, E.A. CEP
Admitted to Practice before the Internal Revenue Service
Certified Estate Planner