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dispose of old tires. That product, the tire transformation
system (TTS), was being marketed and promoted by Environmental
Disposal Systems, Inc. (EDS), a Georgia corporation. The TTS was
designed both to transform used truck and automobile tires into
marketable byproducts, such as oil, steel, ash, and carbon black,
and to comply with the environmental requirements of the Federal
Clean Air Act. EDS, which held patent rights to the design of
the TTS, had successfully obtained the necessary State regulatory
permits and had instituted an experimental prototype of the TTS
in Georgia in 1988.
Master Asset Acquisition Agreement
On August 29, 1989, RTA and EDS entered into an agreement,
the Master Asset Acquisition Agreement (the agreement). The
agreement provides for the acquisition of the TTS by RTA from
EDS. The Agreement was amended in June 1990 to grant RTA
nationwide developmental and marketing rights in the technology
underlying the TTS (the marketing rights).
The Agreement provides that EDS will deliver the TTS to RTA
“on a completely installed, ‘turn key’ basis for the sum of
$2,500,000.00" (the purchase price). The agreement further
provides that the purchase price is to be paid in installments,
upon completion of specified construction benchmarks. Because
EDS possessed neither the experience nor the equipment necessary
to manufacture the TTS, the agreement identifies a third-party
fabricating company, Miles Fabricating & Machine Co., Inc. (Miles
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