Investment Research Associates - Page 408




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          for more than an insubstantial amount ($27,949).55  In this                  
          regard, he testified how he determined the note's stated purchase            
          price:                                                                       
                    [Petitioner's counsel]:  * * *  With respect to [the]              
               Victorian Village [note]  * * *, please tell the Court why              
               that was sold for $27,949 and a loss of $283,929 was taken?             
               Would you please tell the Court why you would have sold this            
               note at such a substantial discount?                                    
                    [Kanter]:  Well, at the time, it was my judgment it was            
               worth no more that the amount that was received.  This was a            
               real estate timeshare project out West.  We thought that it             
               could run very successfully and the units in it were sold on            
               a timeshare basis effectively.                                          
                    That did not turn out to be the case, and despite a                
               series of efforts at refinancing, one of which took place               
               and the others which did not, the property was at a point--I            

          55                                                                           
               The Court finds Kanter's arguments with respect to the bona             
          fides of this transaction and other transactions with MAF                    
          inconsistent and, at times, contradictory.  For instance, in                 
          proposed findings on the Victorian Village note transaction,                 
          Kanter, in his opening brief, acknowledges Morrison's (MAF's                 
          president) testimony that MAF purchased various assets from                  
          Kanter as "an accommodation".  Yet, on reply brief, he asserts               
          somewhat differently that Morrison's testimony did not                       
          necessarily refer specifically to the Victorian Village note                 
          transaction.  His testimony, it is now asserted, pertained only              
          to those notes for which MAF "paid" $1.  It is argued that "He               
          did not testify that collectibility of the Victorian Village note            
          was not a concern * * * [to him] or MAF.  Considering the size of            
          MAF's investment, $27,949, it would be unreasonable to assume, in            
          the absence of explicit testimony, that collectibility was not an            
          issue to MAF when acquiring the Victorian Village note."  The                
          Court notes that there was ample opportunity, during the trial,              
          to clarify Morrison's testimony on this point.  No attempt was               
          made to ask Morrison whether he had examined and inquired into               
          the Victorian Village note's collectibility.  Considering the                
          fact the Morrison received no compensation for being MAF's                   
          president, the Court does not believe that he did make such an               
          examination or inquiry.  The Court has determined in its findings            
          that Morrison and MAF failed to examine and consider the                     
          collectibility of the notes "purchased" from Kanter.                         





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