Carl Goudas and Marilyn Goudas - Page 8

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               Petitioner hired Continental Title Co. (Continental) to                
          provide escrow services and title insurance for the transaction.            
          The conveyance, assignment, and transfer by Pecaris to Coastal of           
          the Mall real property, leases, and tangible personal property              
          all occurred in February 1988.  The purchase agreement as written           
          contemplated a straight sale of the Mall to Coastal for $4.8                
          million cash, and the fee paid to Continental was determined on             
          the basis of that stated purchase price.5  However, petitioner              
          and Mr. Giorgi lacked the personal resources that would have                
          enabled Coastal to pay the additional $700,000 in cash required             
          to consummate the transaction for the stated purchase price of              
          $4.8 million.  The escrow and financing statements show that only           
          $4.1 million of mortgage loan proceeds were deposited in the                
          escrow account, and that the $700,000 shortfall was made up of              
          credits in that amount.                                                     
               The $700,000 of credits was attributable to two items:                 
          First, petitioner informed Continental, in writing, that HGM had            
          "received a note from Coastal * * * in the amount of $100,000               
          * * * in payment in full from Pecaris" to HGM of the commission             
          due from Pecaris for petitioner's handling of the sale of the               
          Mall.  The record contains no evidence that the $100,000 deposit            
          called for by the purchase agreement was ever made, or that any             

          5In addition, the real property transfer tax of $4,800                      
          represented a $1 payment per $1,000 paid as consideration for the           
          transfer.                                                                   




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