David C. Wilson - Page 21

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          included a description of the Clearwater transaction, and                   
          discussed that with Wilson by telephone.  Paulson served as                 
          Wilson's offeree representative as to EI, and he discussed the              
          investment with Wilson by telephone.  Wilson explained that the             
          conference was by telephone since he was in New Orleans and                 
          Paulson was in Indiana in 1981.  As noted above, Morton Efron was           
          the general partner in EI and had a substantial financial                   
          interest in the partnership and in its management.  Wayne Paulson           
          had introduced Wilson to Efron.  See Paulson v. Commissioner,               
          T.C. Memo. 1995-387, concerning Wayne Paulson's brother, as to              
          the relationship between Efron and Paulson.                                 
               Efron was also Sorey's attorney and agent for his football             
          contracts in 1981.  Efron had represented Sorey since he began              
          playing professional football in 1975.  In 1981, Sorey was 26               
          years old.  Sorey testified that Efron was involved in all of his           
          business decisions.  Sorey learned of EI through the original               
          offering memorandum, which Efron sent to him.  Prior to 1981,               
          Sorey's only investments were real estate investments in which              
          Efron was involved and "some land deals" with his family.                   
          Sorey's offeree representative with respect to EI was Norman                
          Diamond, his accountant, who had been introduced to Sorey early             
          in his career by Efron.  The record does not indicate that                  
          Diamond made any extensive investigation of EI for Sorey's                  
          benefit.  Sorey also discussed EI with Cassaday, the banker who,            






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