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a cash payment that was tied to the sales price obtained for
BERC. On May 2, 1989, petitioner accepted the offer.
On October 23, 1989, a meeting was held between Van Sant and
petitioner in which they discussed the possible separation and
sale of BERC's domestic and foreign assets (the October 23
meeting). After the October 23 meeting, petitioner grew doubtful
of Blount's intent to abide by the arrangement set forth in the
April 27 letter. Petitioner's concern led him to contact an
attorney, John Bolton (Bolton). On November 3, 1989, a meeting
was held to discuss the terms of the April 27 letter (the
November 3 meeting). At the conclusion of the November 3
meeting, Van Sant fired petitioner.
Blount ultimately sold all of the assets of BERC in three
separate sales, all of which had closed prior to the end of 1991.
Blount sold BERC for $38-39 million net of transaction costs.
Blount failed to make any payments to petitioner under either the
April 6 or April 27 letters.
Petitioner's Action Against Blount, BERC, and Van Sant
On January 22, 1991, petitioner instituted suit against
Blount, BERC, and Van Sant (referred to collectively herein as
the defendants) in the Circuit Court of Montgomery County,
Alabama. The complaint set forth five causes of action. The
first and second counts alleged that Blount and BERC had breached
their contract with petitioner arising out of the April 6 and
April 27 letters. The third and fourth counts alleged that the
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