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in that the fees to be paid to petitioner were actually earmarked
to pay the personal expenses of the Ohanesian family and SRI.
This arrangement, according to Ohanesian, was established by oral
agreement of the parties entered into prior to the date of the
written agreements. Ohanesian maintained that petitioner was
actually his corporation, and that Margaret owned the stock in
name only so that it would appear that petitioner was an
independent entity. Ohanesian later testified that MMC was
incorporated at his behest because he "needed a means of buying
vehicles, expensing items if * * * [he] was going on business
trips, [and] paying * * * [his] children, without it looking like
a gift." The cross-complaint further alleged that the office
furniture, equipment, and luxury vehicles were the rightful
property of the Ohanesian family or SRI.
At all times during the State court litigation, petitioner
maintained that it was an independent entity and that the terms
of the written agreements exclusively defined its relationship
with the Ohanesian family and related entities. Petitioner
contended that parol evidence could not be considered to vary or
contradict the terms of such agreements or show that there was a
separate oral agreement that petitioner was to function as a
conduit or agent of Ohanesian and the related entities.
Petitioner asserted that it provided real and substantial
management services in exchange for the agreed-upon fees. In his
State court deposition, Mike explained petitioner's purchase of
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