Barry B. Bealor and Nancy L. Bealor, et al. - Page 30

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          but relied upon Bruce to look after his interests.                          
          Moreover, the dealings between Fred or Bruce and the                        
          partners reveal no explanation of Machise's financial position              
          and prospects, as well as a conspicuous failure of the partners             
          to ask about those prospects, as would have been appropriate if             
          there was any actual expectation that Machise would eventually              
          pay its deferred obligations to the partnerships.  Fred has                 
          insisted that the partners were kept fully aware of all that went           
          on with respect to the partnerships.  The record shows otherwise.           
          We accept the investors' testimony that they only met                       
          infrequently with BBPA and knew very little about what was going            
          on in their partnerships.                                                   
               There is thus no credible evidence of arm's-length                     
          negotiations.  The evidence instead demonstrates that Fred, with            
          Bruce’s help, ran the whole show.  Fred and Bruce induced their             
          clients to participate in the employee leasing arrangements with            
          the promise of substantial tax advantages.  The participants--              
          Bucci, Machise, the investors and the partnerships--did as they             
          were told by Fred and Bruce and accepted the figures provided in            
          memoranda from BBPA.  They understood that Fred and Bruce would             
          attend to the details, but Fred, and to some extent Bruce, were             
          the only persons who understood those details.                              









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