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all documents in accordance with an agreement for contribution of
assets, dated September 17, 1985, which was not made part of the
record in this case.
The source of the additional $150,000 deposited into the
escrow account was Henry’s son, Bryan Misle (Bryan or BM). Bryan
refinanced some personal real estate to obtain the remaining
$150,000 needed to complete the funding of the escrow. On
several occasions, both Henry and Bryan characterized the
$150,000 transfer as a loan.10
3. Ownership of HJA Following the Reorganization
Upon completion of the reorganization, Henry, Abram, and
Julius each owned 10,000 shares of HJA common stock, representing
a one-third ownership interest in HJA.
C. Henry’s Sale of His HJA Stock
1. HJA’s Option To Acquire Henry’s Stock Under Exclusive
Option Agreement
On March 15, 1990, HJA, Henry, Abram, Julius, and Bryan
entered into an exclusive option agreement (EOA) pursuant to
which Henry, in consideration for the payment of $300,000 (the
10In this litigation, Henry claimed that Bryan purchased
some of Henry’s HJA stock for $150,000 in 1990 and offered into
evidence a stock certificate in support of his claim. Although
we admitted the stock certificate into evidence, petitioners
failed to prove that it was a valid stock certificate or that it
represented a genuine and completed sale.
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