Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 22

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             conduct on the part of Broadcort or its agent was ever                   
             established.                                                             
                  We note that Broadcort and its agent sold 4,500 shares              
             of Saztec stock from the Steins' account in April 1987,                  
             presumably on Mr. Stein's instructions.  We are at a loss                
             to understand why Broadcort and its agent would follow                   
             Mr. Stein's instructions to sell 4,500 shares of Saztec                  
             stock from the Steins' account but would not follow his                  
             instructions to put 2,000 shares into an account for the                 
             trust.  Moreover, if legal title to the subject Saztec                   
             stock had been transferred to the trust, as the tax matters              
             partner claims, and if Mr. Stein had notified his broker of              
             that fact before a dispute arose between them, we do not                 
             understand why Mr. Stein would have entered into a                       
             standstill agreement covering all of the stock in his                    
             account, including the trust's 2,000 shares of Saztec,                   
             and would have permitted the Saztec stock to remain in                   
             his personal account in derogation of this instruction.                  
                  In sum, we find nothing in the record to corroborate                
             Mr. Stein's testimony concerning the actions he allegedly                
             took to complete the transfer of the 2,000 shares of Saztec              
             stock to the trust or to establish the tax matters                       
             partner's allegation that Broadcort and its agent acted                  








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