Henry P. and Darlene C. Brantley - Page 11

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                  4.    Petitioner was the engineer who ran Elite.  He believed                         
            that he could make a profit selling specialty paint.  Mr. Hargis                            
            and his various enterprises were "siphoning off" a great deal of                            
            Elite's profit.  By 1990, petitioner "wanted out".  Mr. Hargis was                          
            financially unstable and was pressured by the financial backer to                           
            personally repay Elite's line of credit.  The new financial backer                          
            agreed to provide financing for the corporation only if Mr. Hargis                          
            was no longer involved in the operation.  The agreements through                            
            which petitioner acquired the remaining Elite stock was a way for                           
            petitioner to "get rid" of Mr. Hargis by transferring real and                              
            personal property Elite owned with a value of approximately                                 
            $150,000.  Mr. Hargis received the property in return for his                               
            remaining interest in a corporation that was not going to survive                           
            without new working capital (which was unavailable while he was an                          
            owner).  As a result of the presence of the new financial backer,                           
            Mr. Hargis was relieved of his personal guarantee of Elite's loans.                         
                  5.    In exchange for taking over Elite's debt, the new                               
            financial backer received a steady source of a product he needed                            
            from a more stable company run and owned by a person he admired and                         
            trusted.  The new financial backer believed that petitioner would                           
            be required to guarantee the new financial backer's loans to Elite                          
            but due to a mistake, petitioner was not asked for his guarantee                            
            until after the new financial backer came into the picture.                                 
            Petitioner then refused to become a guarantor.                                              






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Last modified: May 25, 2011