Hospital Corporation of America and Subsidiaries - Page 49

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          or the ESOP had the right to control Interstate as to the                   
          valuation process or result.                                                
               There are cases in which the statements of an expert have              
          been found to be admissions.  E.g., Collins v. Wayne Corp., 621             
          F.2d 777, 781-782 (5th Cir. 1980) (deposition testimony of expert           
          hired to investigate and report on an accident was an admission);           
          Mauldin v. Commissioner, 60 T.C. 749 (1973) (appraisal report               
          prepared by Library of Congress Evaluation Committee at direction           
          of the Librarian of Congress admitted as an admission against               
          Government's interest); Transamerica Corp. v. United States, 15             
          Cl. Ct. 420, 471-472 (1988), affd. 902 F.2d 1540 (Fed. Cir.                 
          1990).  We believe, however, that the facts of those cases are              
          distinguishable from the facts of the instant case because, in              
          the instant case, a valuation report was performed by an                    
          independent appraiser who was retained by someone (the ESOP                 
          committee) other than the party (HCA) against whom it is being              
          offered.  We have found no case, and respondent has cited none,             
          in which the statements contained in a valuation report prepared            
          by an independent appraiser retained by a wholly owned subsidiary           
          have been found to be an admission by the parent.                           
               Moreover, we are not convinced that an independent appraiser           
          can serve as an agent of the client and also faithfully carry out           
          the responsibilities and duties of an appraiser.  It seems to us            
          that, if an appraiser was an agent of the client, the appraiser             
          would not be independent because the appraiser would owe an                 
          undivided loyalty to the client.  The expert appraiser, however,            



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