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respect to Holding Co’s. investment as a partner, it did not
require Holding Co. to make any contributions or provide any
services in exchange for its share of the developer fees at issue
in this case. Furthermore, Holding Co. did not pay for its
partnership interest. Rather, Frey paid the capital
contributions, and Holding Co.'s share of profits was reduced by
a portion of the contributions as the profits were distributed.
Frey paid a portion of his development fees and profit
interest to Holding Co. for Kanter's services of providing other
investors in the projects. Holding Co. did not provide any
services or capital with respect to those fees.
We hold that the payments from Frey to Zeus are attributable
to services provided by Ballard, Lisle, and Kanter, and the
payments to Holding Co. are attributable to services provided by
Kanter.
3. The Schaffel Arrangement
The arrangement between Schaffel and Kanter originated at
the dinner with Ballard and Lisle in New York. At the meeting,
Kanter offered his and "his associates'" help in obtaining deals
from which Schaffel could earn fees as a broker, provided
Schaffel would agree to pay Kanter half of any broker's fees
Schaffel received from the deals. Schaffel agreed, and Kanter
helped Schaffel negotiate agreements with Torcivia and Walters.
Pursuant to those agreements, Torcivia and Walters agreed to pay
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