- 17 -
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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