- 27 -
Additionally, under the Termination Agreement, MIT 80
purportedly forgave MPC's unpaid late charges on the compensation
fee in exchange for MPC's promise to pay $301,318.95 as a
"Contract Renegotiation Fee".
The purportedly scheduled date of payment of the amounts due
under the agreement (including the "Contract Renegotiation fee")
was January 1, 1992. This was 1 day past the date upon which the
partnership, according to the partnership agreement, was to
terminate. Fred testified that there was an oral amendment of
the partnership agreement extending the life of the partnership.
However, the provisions of the partnership agreement relating to
amendments require that amendments be consented to in writing by
all of the partners within 20 days of the notice thereunder.
The Termination Agreement provided that, effective as of
January 1, 1988, MIT 80 would issue an invoice to MPC in the
amount of $301,318.95 for the Contract Renegotiation fee. No
such invoice was issued.
In the agreement, MPC agreed to pay to MIT 80 a balance due
of $1,295,108. This amount included the $301,318.95 that MPC had
agreed to pay in exchange for forgiveness of the late charges.
The MIT 80 partners' notes were accordingly marked "Paid 1-1-88".
The debt of $1,295,108 from MPC to MIT 80 remained outstanding
for several years, and was ultimately dealt with as shown infra
pp. 30-31.
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