Association Cable TV, Incorporated - Page 11

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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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