Rameau A. and Phyllis A. Johnson - Page 53

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            forwarding to the purchaser.  There is no reporting obligation to                         
            the purchaser concerning the status of the PLRF account.  In the                          
            event of the Dealership’s default, the purchaser cannot look to                           
            the PLRF for satisfaction of the Dealership's obligation.  His                            
            recourse is to file a claim with Travelers.  It is the insurance                          
            company which, after paying the purchaser's claim, is entitled to                         
            recover its loss out of the Dealership's PLRF account.  The                               
            accounts are titled in the name of the Escrow Trustees "for the                           
            Dealer Group" or for each Dealership separately, and the                                  
            Dealerships are designated as the FDIC insured depositors.  These                         
            provisions refute the proposition that the contract holders were                          
            intended to hold a beneficial interest in the trust.                                      
                  Furthermore, we are unable to see any functional rationale                          
            for petitioners' theory of beneficial ownership.  The                                     
            accumulation and conservation of the trust fund was clearly a                             
            matter of concern to the Dealerships.  As long as they fulfilled                          
            certain minimal conditions, they were entitled to recover at                              
            least the principal portion (if not also the income portion) of                           
            any unconsumed reserves.  They were personally liable for any                             
            losses in excess of the reserves and would have to pay for these                          
            losses out of their own pockets if they failed to maintain excess                         
            loss insurance or properly file claims under the insurance                                
            policies.  One of the primary purposes of the PLRF arrangement                            
            was to provide the Dealership with greater security than the                              





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