- 23 -
no obligation to close if the audited sales were less than $4
million for the period under audit.
On July 20, 1988, Touche Ross & Co. submitted an audit
report to H�agen-Dazs, stating that the audited sales were less
than represented by Arnold and SIC. As late as July 21,
Mr. Hewit was still negotiating with H�agen-Dazs on behalf of
petitioner concerning the list of accounts that MIC would
continue to service after the sale.
On July 22, 1988, Arnold and representatives of H�agen-Dazs
closed the sale to H�agen-Dazs. The employees of MIC who had
reported to Arnold before June 15 continued to do so until that
date. Arnold thereupon notified MIC in writing that SIC no
longer required the services of MIC in delivering ice cream
products to the supermarkets or in otherwise servicing their
accounts.11 SIC then paid MIC for services rendered. MIC’s
customers had not been notified of any changes in its business
until they were notified of the sale of the supermarket
distribution business to H�agen-Dazs.
The closing documents contained an amendment to the purchase
agreement--signed July 22 after receipt of the Touche Ross & Co.
10(...continued)
contingent annual payments payable to Arnold over the following
3 years.
11 Martin testified that MIC and SIC delayed changing how
product was delivered to the supermarket customers in order to
get through the busy summer season.
Page: Previous 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 NextLast modified: May 25, 2011