Lee D. Froehlich - Page 5

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          increased his salary to $3 million.  Petitioner desired to attain           
          that level of compensation.  He also sought to work less hours              
          and to pursue leisure activities such as golf.  Thus, petitioner            
          wanted to own an auto dealership in order to maximize career and            
          salary opportunities.                                                       
               Robertson assisted petitioner in obtaining an automobile               
          dealership franchise from American Honda Motor Co., Inc.                    
          (American Honda).  American Honda advised that Honda dealerships            
          were not available and suggested, instead, an Acura dealership.             
          The Acura dealership, however, could only be assigned to                    
          Robertson because of American Honda company rules that required             
          preference be given to current dealers.  Acura offered Robertson            
          a dealership in the San Fernando Valley in southern California.             
               On March 1, 1985, the Acura Automobile Division, a                     
          subsidiary of American Honda, submitted a letter of intent to               
          Robertson that his application for an Acura automobile dealership           
          had been tentatively approved.  Robertson was assigned the area             
          around Woodland Hills, California.  The letter of intent                    
          contained the estimate that the land and building would cost                
          approximately $126,882 to conform to Acura's requirements and               
          that the facility was to be completed no later than March 15,               
          1986.  Finally, American Honda notified Robertson that, as part             
          of its marketing strategy, another Acura dealership would be                
          opening in nearby Van Nuys, California.                                     





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