George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 25

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            repurchase the stock.  Both parties understood that the                                        
            transferee was acting as a nominee.                                                            
                  In contrast to the foregoing cases, here Kolonaki never held                             
            record title to JAI stock.  JAI stock was originally issued in                                 
            Georgiou's name, when Georgiou made the capital contributions to                               
            JAI, and the stock has remained in Georgiou's name through the                                 
            years in issue.  No contemporaneous agreement was created between                              
            Kolonaki and Georgiou that set forth the beneficial ownership                                  
            arrangement and the parties' rights.                                                           
                  Kolonaki also relies on Bollinger to establish beneficial                                
            ownership.  In Bollinger, the Court sought to determine whether                                
            an agency relationship existed between the record owner and the                                
            beneficial owner of property.  The Supreme Court held that a                                   
            corporation that was formed to avoid Kentucky usury laws was an                                
            agent for the partnership and stated in part:                                                  
                  It seems to us that the genuineness of the agency                                        
                  relationship is adequately assured, and tax-avoiding                                     
                  manipulation adequately avoided, when the fact that the                                  
                  corporation is acting as agent for its shareholders                                      
                  with respect to a particular asset is set forth in a                                     
                  written agreement at the time the asset is acquired,                                     
                  the corporation functions as agent and not principal                                     
                  with respect to the asset for all purposes, and the                                      
                  corporation is held out as the agent and not the                                         
                  principal in all dealings with third parties relating                                    
                  to the asset.  * * *  [Commissioner v. Bollinger, supra                                  
                  at 349-350.]                                                                             
                  In the instant cases, there was no credible evidence of an                               
            agreement, written or otherwise, that established that Georgiou                                
            acted as Kolonaki's agent when Georgiou formed JAI.  Georgiou                                  

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