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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.
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