Investment Research Associates - Page 192




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         entities as valid separate entities or true parties in interest               
         to the various transactions.  Some of the individuals involved in             
         the transactions with Kanter had never heard of IRA, and those                
         that had, considered IRA to be Kanter.                                        
              Around 1992, Kanter attempted to have Hyatt send the                     
         payments to the KWJ Co. partnership instead of to Weaver.  While              
         Kanter provided Hyatt with documents showing that KWJ Corp. had               
         been sold to IRA, liquidated, and the contract rights assigned to             
         KWJ Co. partnership, Hyatt refused to do so without Weaver's                  
         consent, which had not been attained at the time of trial.  Hyatt             
         continued to send the payments to Weaver.                                     
              After Lisle began working for Travelers, although Schaffel's             
         agreement was purportedly with IRA, he sent payments from                     
         Travelers deals to Holding Co.  If IRA, rather than Kanter, had               
         been the true party in interest and had been Kanter's client, the             
         payments for the Travelers deals would have been paid to IRA.                 
              A comparison of the business records of IRA, Administration              
         Co., Int'l Films, Holding Co., and HELO illustrates the sham                  
         nature of the entities.  Kanter completely controlled IRA,                    
         Holding Co., Administration Co., HELO, Int'l Films, and the                   
         various trusts.  He had unrestricted power over the commingled                
         funds and was in a position to determine and direct the payments              
         from outside sources to the various entities.  He routinely used              
         the funds for his own benefit.  He routinely shifted accounts                 






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