Estate of Robert L. Wagner, Deceased, Ruth R. Wagner, Personal Representative, and Ruth R. Wagner, et al. - Page 17

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          money.”  Apparently, Mr. Manley had become disenchanted with the            
          project even before it began, when the fabricator of the TTS                
          equipment, Miles Fabricating & Machine Co., Inc., would not                 
          become “a participant” in the agreement between RTA and EDS.                
          Mr. Manley testified that he proceeded with his investment                  
          because he had given his word that he would do so to his close              
          friends Richard T. Wagner and Robert L. Wagner (husband of                  
          shareholder Ruth R. Wagner).  Richard T. Wagner testified that              
          the decision not to post the $50,000 bond was not recommended by            
          all those with an interest in the matter.  He testified that,               
          although he did not agree, his father, Robert L. Wagner, was                
          hopeful that the TTS technology could be proven or that EDS could           
          be successful at some point.  Mr. Manley testified: “[Robert L.             
          Wagner] had a different risk profile then I did.”                           
               Apparently, the shareholders had different beliefs on the              
          probable success of RTA’s investment in the TTS.  However,                  
          Mr. Manley, the man with the money, was in control.  He decided             
          not “to put good money after bad money”.  That was a business               
          judgment, which was different not only from the business judgment           
          of Robert L. Wagner, but also from the business judgment of                 
          Charles White, who, in 1991, agreed to pay $3 million for a TTS,            
          $750,000 to be paid before delivery.                                        
               We have considered the testimony of Messrs. Manley and                 
          Richard T. Wagner, and we conclude that it does not establish               
          that there was no reasonable prospect for recovery on the lawsuit           




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