Franklin W. Briggs - Page 28




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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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