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The promissory note was to accrue interest at the annual
rate of 9 percent and was to mature on November 30, 1986.
Payment of the note was personally guaranteed by Mr. Dixon
and petitioner. The Third Amended Agreement also provides
as follows:
All remaining net profits of the Joint Venture,
determined in accordance with the provisions of
the Joint Venture Agreement, not otherwise
payable to [sic] distributable to Value Plus
pursuant to Paragraph 2 of this Third Amendment
[the paragraph providing for the note described
above], shall be paid over, share and share alike
to Dondi and Lemons [petitioner].
Thus, after the Third Amended Agreement, the equity and
capital of the joint venture were held by Dondi Associates
and petitioner on a 50-50 basis, and Value Plus was
formally withdrawn as a joint venturer. One of the
recitals of the Third Amended Agreement states as follows:
On January 16, 1986, the Joint Venture
conveyed a portion of the Subject Property to
Moonlight Beach Club, Inc., a Texas corporation.
The profits to the Joint Venture from such sale
and disposition is conditioned upon the sale by
Moonlight Beach Club, Inc. of various membership
units in said Club. Until complete sale and
disposition of said units, it is not possible
to determine the exact net profit to the Joint
Venture from such sale and disposition.
Accordingly, the parties desire by this Agree-
ment to settle and liquidate the amount of net
profit due Value Plus pursuant to the terms of
the Joint Venture Agreement rather than waiting
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