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other representative of Xway or Interstate regarding disburse-
ments from the escrow fund or any other matter relating to that
fund or the escrow agreement and that all Mr. Hefferan's contacts
regarding those matters were with Mr. Canty. The record also
shows that Mr. Hefferan's actions with respect to the escrow fund
and the escrow agreement complied with the wishes of Mr. Canty,
regardless whether those actions violated certain provisions of
that agreement.
To illustrate, the terms of the escrow agreement did not
permit any withdrawals to be made from the escrow fund except
(1) to pay for any replacement property acquired by OIP; (2) to
pay OIP the "Agreed Amount" as defined in paragraph 5(e)(1) of
the escrow agreement within three business days after Interstate
received written notice from OIP that OIP did not identify all or
any of the replacement property within 45 days after July 26,
1990; (3) to pay OIP no later than five business days after the
expiration of the 180-day period after July 26, 1990, any portion
of the "Agreed Amount" as defined in paragraph 5(e)(2) of the
escrow agreement that had not been expended by Interstate within
that 180-day period to purchase replacement property or that had
not previously been paid to OIP pursuant to paragraph 5(d)(1) of
the escrow agreement relating to OIP's failure to identify all or
any of the replacement property within 45 days after July 26,
1990; and (4) to pay any remaining portion of the escrow fund to
Interstate within five days after the expiration of the 180-day
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