Timothy L. and Jane Williams - Page 3

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          in and loans to the S corporations and the extent, if any, to                
          which petitioner recognized income upon the acquisition by one of            
          these corporations of assets from the other.                                 
                                   FINDINGS OF FACT                                    
               Some of the facts have been stipulated, and are so found.               
          The stipulations of fact and attached exhibits are incorporated              
          by this reference.  At the time the petition was filed,                      
          petitioners resided in Columbia, South Carolina.                             
               In 1987 petitioner founded Williams Investigative & Security            
          Services, Inc. (WIS).  Petitioner was the operator and sole                  
          shareholder of WIS throughout its existence.  WIS was primarily              
          engaged in the business of insurance investigations; it also                 
          provided security services.                                                  
               Throughout 1990 WIS was in a dispute with a client over a               
          major security services contract.  The client unilaterally cut               
          back the amount of services required, then terminated the                    
          contract prematurely and disavowed representations it had made to            
          WIS concerning future work engagements.  At the end of the year,             
          WIS filed suit for fraud, breach of contract and promissory                  
          estoppel, seeking recovery of compensatory and punitive damages              
          arising from the loss of the contract and the valuable                       
          engagements.  See Kemira, Inc. v. Williams Investigative & Sec.              
          Serv., Inc., 450 S.E.2d 427 (Ga. Ct. App. 1994).                             
               As WIS’s financial situation deteriorated, it was compelled             
          to borrow.  Third-party loans were not sufficient, however, to               



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