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a gentlemen’s agreement to split Briggs’ share 50-50 between
them.
On July 20, 1985, Briggs, Mr. Morris, and Daniell executed a
“letter agreement” which states that its purpose was to “reaffirm
the agreement” between the three of them regarding these
purchases of real estate. With regard to the phase I land, the
letter states the three of them were to share equally in net
profits from the construction and development of Gulf Highlands
by Towers Development. With regard to the adjacent 40 acres, the
letter states: “Any further development * * * is also to be
equally shared among * * * [Briggs, Mr. Morris, and Daniell].
All three will share in residual rights, re: telephone, cable
television, and development of commercial properties.”
On April 25, 1986, after various business disagreements,
Briggs, Mr. Morris, and Daniell, with the assistance of outside
counsel, executed a written joint venture agreement. The written
agreement states that they each have a one-third interest in the
joint venture. The written agreement describes the purpose and
character of the joint venture as follows:
The purpose and character of the business of the
Venture shall be to engage (i) in real estate
activities, (ii) in any related activity associated
with any specific project developed by the Venture
* * *. Such real estate activities shall include without
limitation the acquisition, design, construction, ownership,
development, marketing, leasing and sale of commercial
property, townhouses, beach resort property, including
without limitation those beach resort developments known as
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