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Both petitioner and respondent rely on the October 24, 1988,
11:00 a.m. meeting and the events on the day of the sale to JSL
to substantiate their assertions. Respondent contends that the
transcript of the October 24, 1988, 11:00 a.m. meeting contains
no reference to liquidation and establishes that petitioner
intended to continue business. Respondent relies on the
shareholders' discussion about which geographical areas to
exclude from the noncompetition agreement in the JSL contract and
the subsequent exclusion of those areas in the contract.
Petitioner argues that the noncompetition agreement was
added at the request of JSL and therefore is not evidence of an
intent to continue business. Petitioner fails to acknowledge,
however, that it was the ACT shareholders who specified which
areas they wanted excluded from the agreement. The specified
areas excluded from the agreement with JSL covered the same areas
as the ACT cable TV franchise rights contracts that were not sold
to JSL.
Further evidence of ACT's intention to continue business are
Briggs' statements during the October 24, 1988, 11:00 a.m.
meeting. Briggs stated: "Well, the corporation will still be
alive after this [the JSL sale]. Because the corporation also
still has the county franchise in it." Referring to the county
franchise and the contracts excluded from the noncompetition
agreement, Briggs stated: "Sooner or later we are gonna have to
build the system or else total credibility is gone. And this is
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