Barry B. Bealor and Nancy L. Bealor, et al. - Page 121

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               The MIT 85 agreement was similar to those of the earlier               
          partnerships.  The employees and independent contractors were the           
          same employees and independent contractors who had earlier                  
          provided their services to Machise before the MIT 85 employee               
          leasing agreement was made.  After this agreement, Bucci still              
          directed and controlled the employees.                                      
               The 10 partners executed notes to Qulart in face amounts               
          aggregating $2,160,000.  This aggregate amount was equal to 80              
          percent of MIT 85's capital.  The notes bore interest at the                
          annual rate of 15 percent.  They were to be repaid in 10 level              
          annual payments.  Qulart issued a similar note to Machise, which            
          then issued a $2,160,000 demand note dated July 1, 1985, to                 
          Qulart.  This note circled from Qulart to the 10 investors who              
          allegedly directed Qulart to endorse the note directly to MIT 85.           
               In addition to issuing the notes, the investors were                   
          required to put up, in the aggregate, $540,000 in cash as the               
          other 20 percent of their capital investment in MIT 85.20   The             
          investors paid substantial amounts of this cash to BBPA during              
          1985.  BBPA was supposed to advance to MIT 85 the cash required             
          of the investors in MIT 85.  BBPA issued neither cash, nor a                
          check, nor notes to accomplish this advance.  The advance,                  

          20The employee leasing agreement for the previous                           
          partnership, MIT 84, had required MIT 84 to advance ten-elevenths           
          of its invested capital to Machise.  The MIT 85 employee leasing            
          agreement, however, required MIT 85 to advance all its invested             
          capital to Machise.  This totaled $2,700,000--$2,160,000 in notes           
          from its partners and $540,000 in cash.                                     




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