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termination agreements under the heading "Bryen & Bryen, P.A." on
behalf of both the partnerships and MPC. Fred explained "the
whole reason they [the partners] did it is to get rid of the
risk. They owed $2 million and if Machise [MPC] did not pay the
compensation fee, these partners would be after me with guns."
The partners' notes were uniformly marked "Paid 1-1-88".
The partners themselves had nothing to do with the
terminations; the partners who testified were not aware until
later that the termination agreements had been signed and that
the terminations had happened. Their liabilities were canceled,
along with any hope that they would recover any money from their
investments.
The termination agreements also relieved the entity
variously known as Intercoastal/Machise/MPC of any meaningful
liability. The agreements terminated its obligations to MIT 80,
MIT 82, MIT 83, and MIT 84 entirely. The termination agreements
thereby deprived the employee leasing arrangements of any
vestiges of economic substance that they might conceivably have
had. When Fred executed the termination agreements, he may have
prevented the investors from coming after him "with guns". He
also, however, cut out any ground for claiming that the
transactions had any valid tax effects.
With respect to MIT 85 and MIT 86, there were no termination
agreements. Fred nevertheless knew by the turnaround time, when
the notes payable to those partnerships would become due, that
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