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Background
The instant case was submitted fully stipulated. The
parties' stipulations of fact are incorporated into this Opinion
by reference and, accordingly, are found as facts in the instant
case.
The record in the instant case is voluminous, consisting of
numerous stipulated documents. The stipulated facts do not
sufficiently explain the documents and the transactions described
in the documents. Consequently, the record in the instant case
is confusing and incomplete. Nonetheless, we have done the best
we can to set forth below our findings of the facts of the
instant case.
At the time they filed the petition in the instant case, the
Rogerses resided in McDonald, Tennessee. Mr. Rogers was one of
two shareholders of Alpha Hospital, an S corporation. The other
shareholder was Health Facilities Management Group, a trust
controlled by F. Scott Gross.
On May 15, 1990, Alpha Hospital entered into two asset
purchase agreements. One asset purchase agreement was with
American Medical Holdings, Inc. (AMH), a Delaware corporation and
its wholly owned subsidiary New H Circle City, Inc. (Circle
City), a California corporation. The other asset purchase
agreement was with AMH and its other wholly owned subsidiary, New
H Arroyo Grande, Inc. (Arroyo Grande), a California corporation.
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Last modified: May 25, 2011