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unitholders could have given the Investment Memorandum
and related documents the level of scrutiny to which they
testified without noting the problems described above.
Third, there are numerous inconsistencies in the
testimony of petitioner and his fellow unitholders. For
example, Mr. Crumlish testified that, in his negotiations
with the seller, he insisted upon receiving an independent
appraisal of the equipment because of the importance of
the residual value of the equipment. Mr. Crumlish also
testified that the group "relied" on the Appraisal. We
find it hard to believe that Mr. Crumlish, having
negotiated with the seller to provide an appraisal, did
not raise an issue with the seller or anyone else about the
missing residual value of the equipment or raise a question
about the discrepancy between the value of the equipment in
the Projections and the Appraisal. It suggests that the
Appraisal and other documents were merely window dressing.
Mr. Crumlish also testified that he obtained the
Appraisal and provided it to another unitholder,
Mr. Atkins, who had expertise regarding computer equipment.
Surprisingly, Mr. Atkins testified that he "did not confer
with Mr. Crumlish" nor did he send him anything in writing.
Petitioner and his fellow unitholders testified that
they relied upon Messrs. Atkins and Biggs regarding the
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