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partnership and other Bentley Village entities. Shortly
thereafter, petitioner was excluded from all further partnership
business--his office was locked, and he was told not to return to
the site or to make contact with the partnership's employees. In
addition, Smith and Fowler transferred a management contract held
by a corporation equally owned by petitioner, Smith, and Fowler,
to an entity controlled by Smith and Fowler.
In 1987, petitioner filed suit in Florida State court
against Fowler, Smith, the partnership, and related Bentley
Village entities, alleging various causes of action including
theft, fraud, and embezzlement. The above-described litigation
was eventually the subject of a negotiated settlement.
In discussions culminating in the settlement of the
aforementioned litigation, petitioner, Smith, and Fowler
understood that they would not be able to reconcile their
differences and that either Smith and Fowler, on the one hand, or
petitioner, on the other, would have to relinquish their
ownership interests in Life Care and the related Bentley Village
entities. Initially, attempts at settling the dispute were
hampered by the parties' inability to agree as to the value of
the various Bentley Village entities. In this regard, by letter
dated June 15, 1988, Marshall G. Reissman (Mr. Reissman), counsel
for Smith and Fowler, wrote to Stanley W. Rosenkranz (Mr.
Rosenkranz), counsel for petitioner, proposing that the
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