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the contract. Hyatt submitted the only bid and was subsequently
awarded the contract. Hyatt then executed a written agreement
with Weaver's KWJ Corp. dated February 25, 1971, pursuant to
which Hyatt agreed to pay KWJ Corp. 10 percent of the management
fees Hyatt earned from management of the hotel. The agreement
acknowledged that "KWJ" was the principal factor in bringing
Hyatt Corp. and the owners of the Embarcadero Hotel together and
aiding in the negotiations.
The hotel opened in May 1973. Apparently, Hyatt did not
make a profit the first year, and no payments were made to KWJ
Corp.
In 1975, a dispute arose between Weaver and Hyatt as to
whether KWJ Corp. was entitled to management fees for 1974. The
dispute was settled in November 1975.
Before the dispute was settled, Weaver and Kanter agreed
that Weaver would sell all the stock of KWJ Corp. to IRA. They
executed an agreement dated March 10, 1976, acknowledging the
agreement. The agreement gave IRA the option to purchase the
stock within 4 years for $150,000 plus an amount equal to 30
percent of all payments received by KWJ Corp. from Hyatt after
the purchase. In September 1979, Kanter informed Weaver that he
wanted to proceed with the purchase of the KWJ Corp. stock. The
sale was made effective retroactively to November 1, 1978.
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