Medieval Attractions N.V - Page 55

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          At the time of trial, Kim testified as an officer of petitioners.           
          His testimony concerning what he, Forsyth, and others knew in               
          1986 and what he knew when he signed returns as a corporate                 
          officer was evasive, ambiguous, and inconsistent.                           
               In these cases, the volume of backdated documents in                   
          evidence was substantial and included:  1983 contracts, 1986                
          licensing agreements, contracts for the sale of the TM                      
          intangibles, and the promissory notes in the section 351                    
          transactions.  In addition to the versions of the documents that            
          petitioners claim are authentic, there are numerous versions of             
          many of the documents that contained varying price terms, party             
          names, interest rates, and maturity dates.                                  
               Respondent failed to prove by clear and convincing evidence            
          that petitioners' claimed reliance on C&L was fictitious.                   
          However, for reliance to be a defense to negligence, petitioners            
          must prove that the reliance was reasonable.  Freytag v.                    
          Commissioner, 89 T.C. 849, 888 (1987), affd. 904 F.2d 1011 (5th             
          Cir. 1990), affd. 501 U.S. 868 (1991).                                      
               Petitioners cannot claim reliance on their advisers' advice            
          if they failed to follow it.  C&L advised that it was better not            
          to have related parties in the commercial paper transactions and            
          as guarantors.  Forsyth testified that he had specifically                  
          discussed the use of related parties with Onate and that                    
          Forsyth's preference "was that the majority of the investors be             






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