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already found that petitioner never owned the rights under
Arnold’s oral agreement with Mr. Mattus, nor his personal
relationships with the supermarkets or his ice cream distribution
expertise; petitioner merely had the benefits of the use of those
assets during the years up to the split-off. What petitioner did
not own, petitioner could not transfer; these documents
transferred only that which belonged to MIC--the business records
generated by the supermarket business that were subsequently
transferred by petitioner to SIC in exchange for its stock.15
Accordingly, we find that the sale to H�agen-Dazs of Arnold’s
supermarket relationships and distribution rights cannot be
attributed to petitioner. All that is at stake in this case is
the value of Arnold’s remaining stock interest in petitioner,
shorn of his supermarket relationships and distribution rights
under his agreement with Mr. Mattus.
14(...continued)
supermarket business and whatever rights petitioner had in that
business.
15 Petitioner may have had some residual rights to
distribute H�agen-Dazs ice cream, but they were independent of
Arnold’s supermarket relationships and his value as a middleman.
To the extent that they existed at all, they were in relationship
to H�agen-Dazs’ ability to terminate petitioner as a distributor.
H�agen-Dazs was certainly interested in acquiring those rights as
it rationalized and consolidated its wholesale distribution
network as one of the assets it was buying from Arnold and SIC.
However, in light of the summary judgment by the District Court,
Northern District of California, in favor of H�agen-Dazs against
a similarly situated distributor, the value of those rights in
the event of termination by H�agen-Dazs was highly speculative at
best.
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