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Maryland, and petitioner HIF maintained its principal place of
business in the District of Columbia.
From 1978 through June 30, 1988, Mr. Hood owned and operated
a sole proprietorship in the District of Columbia under the trade
name “Hood’s Institutional Foods”. The sole proprietorship
engaged in the sale of food, paper and plastic goods, and related
products to institutional customers, primarily governmental
entities. Mr. Hood incorporated HIF on May 3, 1988. Commencing
July 1, 1988, through the time of trial, the business formerly
conducted by Mr. Hood as a sole proprietorship was conducted by
HIF. Mr. Hood was, at all relevant times, the sole shareholder
of HIF. Further, Mr. Hood supervised and managed all aspects of
the business conducted through the sole proprietorship and later
by HIF. He was solely responsible for computing bid amounts,
negotiating bid amounts, and deciding whether or not to bid for
particular jobs. His assistants made no important decisions
without consulting him. When he took vacations, he spoke
frequently with his assistants by telephone. In short, Mr. Hood
was indispensable to the continued successful operation of HIF.
There was no written agreement executed by Mr. Hood and HIF
setting forth HIF’s assumption of the assets and liabilities of
the sole proprietorship. However, HIF paid all of the sole
proprietorship’s accounts payable and received payment on the
sole proprietorship’s accounts receivable. Mr. Hood caused the
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