- 13 -
12-percent rate) the projected net earnings for 1975 of $216,130.
The computation was made during a meeting of Mr. Hughes,
decedent, and Ronald on January 2, 1975.10 Mr. Hughes completed
his computation in 1 day. Neither the parties to the Buy-Sell
Agreement nor Mr. Hughes obtained a professional business
valuation of CamVic or a professional appraisal with respect to
the value of any of the properties owned by CamVic or its
subsidiaries prior to acceptance of the $11,333.30 per-share
price set forth in the agreement.11
B. The Revised Agreement
In or around April 1981, decedent, CamVic, and its minority
shareholders entered into a revised version of the Buy-Sell
Agreement (Revised Agreement). Attorneys Kenneth Hughes and Gary
Hoffman and their law firm, Santen, Santen & Hughes, served as
legal counsel to all parties to the Revised Agreement.
The only significant modification made in the Revised
Agreement was that paragraph 13 was changed with respect to the
percentage of stock ownership necessary to amend the terms of the
agreement. The Revised Agreement provided that the written
10None of CamVic's other shareholders participated in this
meeting.
11The only professional appraisal used in the computation
was an appraisal of an unimproved parcel of land owned by CamVic,
which had been appraised at $121,000 approximately 2 years
earlier on May 7, 1973.
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