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paragraph of the solvency letter quoted above. In considering
those transactions, Mr. Hrynik relied on the representations made
to him in the Bosworth letter about the $300,000 purchase price
for MSSTA's non-S account assets as set forth in that letter and
about MSSTA's redemption of Mr. Carter's MSSTA stock for
$300,000. In rendering that solvency opinion, Mr. Hrynik was not
aware that the parties to the MSSTA transaction had agreed that
the Scotts could buy a specified number of shares of AST stock
for a nominal cash amount.
Mr. Hrynik sent MSSTA two statements dated June 30, 1989,
and September 15, 1989, which billed MSSTA $525 and $2,085,
respectively, for various activities related to the MSSTA trans-
action, including "review of documents related to asset sale and
stock redemption, analysis of tax consequences of the same".
At some undisclosed time prior to September 14, 1989, the
closing date, Ms. Scott learned about the MSSTA transaction from
Mr. Scott. She understood from him that, after the MSSTA trans-
action, Mr. Scott would own an aggregate stock interest in AST, a
corporation that was larger than MSSTA, which was smaller than
his stock interest in MSSTA before that transaction. Although
Ms. Scott was present at certain meetings between Mr. Bosworth
and Mr. Scott shortly before the closing of the MSSTA transaction
and reviewed certain documents relating to that transaction, she
did not participate in the discussions relating to that trans-
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