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In February of 1994, the discussions between Hanna and Daily
led to the formation of Mark J. Hanna, P.C. (Hanna PC), as a
Texas professional law corporation. Daily became sole
shareholder of Hanna PC, and Hanna became president of Hanna PC.
At the time Hanna PC filed its petition with this Court,
Hanna PC's mailing address was in Austin, Texas.
On February 2, 1994 (the transfer date), the assets of
Associates PC were transferred to Hanna PC, and Hanna PC assumed
responsibility for the outstanding liabilities of Associates PC
as of the transfer date.
To effect the transfer of assets and the assumption of
liabilities between Associates PC and Hanna PC, Hanna (as
president of Associates PC and of Hanna PC) executed a document
dated February 2, 1994, entitled “Assignment and Assumption of
Liabilities” (Transfer Document). The Transfer Document was
poorly drafted. It described the assets transferred to and
liabilities assumed by Hanna PC only in the most general terms,
and it did not identify the specific dollar amounts or values
represented by the assets transferred and liabilities assumed.2
Also, the Transfer Document did not indicate the total cumulative
amount of the assets transferred to or the liabilities assumed by
Hanna PC.
2 Herein, the words “amount(s)” and “value(s)” generally are
used interchangeably.
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