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the Hemex Liquidation Trust.5 Mr. Hunter did not make a capital
contribution to the partnership and was not entitled to a
distribution upon its liquidation. Pursuant to the amended
agreement Tellurogenic was no longer designated the partnership’s
managing partner, and unanimous consent of the general partners
was required for partnership decisions.
In May 1992, petitioner formed Ascension Biomedical, a
company through which he intended to develop finger joints made
from carbon. Nothing in the record suggests that Dr. Chambers
was involved in this company. A short time later, the Archimedes
partners decided to terminate Archimedes, effective December 30,
1992. The partners agreed that petitioner would serve as the
liquidating partner. Petitioner and Dr. Chambers disagreed over
petitioner’s proposal to distribute Archimedes’s 40-percent
interest in Onex Farms to himself. Apparently Dr. Chambers
believed that he and petitioner (directly or through various
entities that each owned or controlled) were equal partners in
Onex Farms, and if petitioner received Archimedes’s entire
40-percent interest, then petitioner would own 60 percent
(directly and through Lever) of that partnership. Dr. Chambers
apparently threatened petitioner with a lawsuit if petitioner
distributed the assets of Archimedes as proposed. Nevertheless,
5 Little is known about this entity other than that it was
apparently created in connection with Baxter’s acquisition of
Hemex’s assets.
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