- 51 - rejected expert testimony when the methods opined by the expert constituted advocacy. E.g., Estate of Halas v. Commissioner, supra. Even if an appraiser can be an agent to the client, the record in the instant case does not establish that Interstate was an agent of HCA. The ESOP Committee retained Interstate to prepare a fairness assessment of the purchase of the Common Stock by the ESOP from HealthTrust. There is no evidence that Interstate contracted to act for the benefit of HCA or of HealthTrust or that HCA or HealthTrust had the right to control Interstate in the course of that employment. The record, moreover, does not show that HCA or HealthTrust exercised any control over the ESOP or the ESOP Committee. The ESOP was a separate entity formed by HealthTrust for the benefit of HealthTrust's employees. HealthTrust, furthermore, was a separate and distinct corporation from HCA and the other wholly owned subsidiaries of HCA, and it served a valid business purpose (i.e., to effectuate the divestiture by HCA of the Facilities). The record does not establish that HealthTrust was a mere sham or dummy corporation or a mere alter ego or instrumentality of HCA or any other subsidiary. See Standard Adver. Agency, Inc. v. Jackson, 735 S.W. 2d 441 (Tenn. 1987); Electric Power Bd. v. St. Joseph Valley Structural Steel Corp., 691 S.W.2d 522 (Tenn. 1985); see also Baker v. Hospital Corp. of Am., 432 So. 2d 1281 (Ala. 1983). Accordingly, we are not persuaded that Interstate was an agent of HCA, of HealthTrust, or of the ESOP.Page: Previous 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 Next
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