Starvest U.S., Inc. - Page 13

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               Whether the filing of the petitions here was authorized or             
          ratified by Starvest is a question of fact to be determined based           
          on principles of agency.  See Adams v. Commissioner, 85 T.C. 359,           
          369-372 (1985); Kraasch v. Commissioner, 70 T.C. 623, 627-629               
          (1978).  "Authority to do an act can be created by written or               
          spoken words or other conduct of the principal which, reasonably            
          interpreted, causes the agent to believe that the principal                 
          desires him to so act on the principal's account."  See 1                   
          Restatement, Agency 2d, sec. 26 (1958).  "Unless otherwise                  
          provided by statute, a written authorization is not necessary for           
          the execution of a writing."  See 1 Restatement, Agency 2d, sec.            
          30.  The actions of a corporation are manifested through the                
          actions of its corporate officers, directors, and employees, as             
          well as through those acting on behalf of or at the direction of            
          the aforementioned corporate representatives.                               
               Starvest's current directors and officers have limited                 
          knowledge of the company.  Further, they have limited involvement           
          in the day-to-day operations of the business.  The company does             
          not appear to have had regular shareholder, board, officer, or              
          other meetings.  Instead, Starvest was operated and represented             
          on a daily basis by Jacques de Bruijn.                                      
               While Mr. de Bruijn was the former president, secretary,               
          treasurer, and director of Starvest, he held no official position           
          with the corporation at the time the petitions in these cases               

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