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dated December 1976 by and between Cedilla Invest. and O.P.M.
O.P.M. had purchased the subject equipment on October 14, 1976,
from Pioneer Computer Corp. for $600,000.
The purchase price stated in the Purchase Agreement between
O.P.M. and Cedilla Invest. for the computer equipment was $1
million of which $40,000 was paid at closing in cash along with a
$970,000 nonrecourse installment promissory note in favor of
O.P.M. Of the $40,000 cash paid, it appears that $10,000
represented prepaid interest. In addition, another promissory
note in the amount of $86,000 was issued, apparently also
relating to interest.
The nonrecourse installment promissory note contained
provisions for deferral and setoff of payments due O.P.M. from
Cedilla Invest. to the extent any amount of rent due Cedilla
Invest. was not paid by O.P.M. The principal sum deferred was
payable on January 1, 1986, only to the extent that O.P.M. had
paid past sums due.
The commissions paid by Cedilla Invest. totaled $55,000.
They were made payable to O.P.M. Leasing Services, Inc., and
Mallin.
With respect to the purported purchase of the equipment by
Cedilla Invest., O.P.M. entered into a collateral assignment of
leases. Mallin signed some of the documents in the Cedilla
Invest./O.P.M. leasing transactions on behalf of Cedilla Invest.
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