Estate of Robert L. Wagner, Deceased, Ruth R. Wagner, Personal Representative, and Ruth R. Wagner, et al. - Page 14

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               B.  The Lawsuit                                                        
               We have examined the agreement and the complaint, and, on              
          their faces, the agreement is valid and the complaint properly              
          drawn.  J.P. Carolan III, is an attorney who represented RTA in             
          the lawsuit.  At trial, he opined that EDS would not be                     
          successful in terminating the agreement in its entirety and that            
          RTA “had a claim”.  He described RTA’s initial efforts to                   
          prosecute the lawsuit, including RTA’s success on the merits in             
          December 1990 in asking for an injunction to prevent EDS from               
          selling the TTS equipment to other investors.  He stated that,              
          even after RTA failed to post the bond necessary to have the                
          injunction issued, RTA’s activity on the lawsuit (primarily                 
          discovery) continued for a few months, until the lawsuit became             
          dormant for economic reasons in early 1991.  Walter W. Manley II,           
          one of the shareholders, a director of RTA, an attorney, and a              
          professor of business administration at Florida State University,           
          College of Business, testified credibly that there was merit to             
          the breach of contract claim that gave rise to the lawsuit.                 
          Messrs. Carolan's and Manley’s testimony convinces us that the              
          breach of contract claim in the lawsuit had merit.  The second              
          count of the lawsuit related to the marketing rights obtained by            
          RTA from EDS.  We presume that, in some part, the injunctive                
          relief that RTA successfully argued for related to that count,              
          and that success convinces us that the marketing rights claim of            
          the lawsuit had merit.  Petitioners have presented no evidence              




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