- 37 -
representative in transferring her MMP stock to MMP, and that Ms.
Read was acting in the interest of Mr. Read in making that
transfer to MMP,26 in that she was following and implementing Mr.
25(...continued)
reached an oral agreement referred to herein as the marital
settlement agreement. The Florida court ratified and approved
that agreement in the divorce judgment and ordered Ms. Read and
Mr. Read to comply with the terms of that agreement. The marital
settlement agreement provided in pertinent part:
Wife [Ms. Read] agrees to convey to husband [Mr. Read]
all of her stock in Mulberry Motor Parts, both voting
and non-voting. And for such stock, husband, or at his
option, Mulberry Motor Parts or the Aesop [sic] plan of
Mulberry Motor Parts agrees to purchase such stock at
its appraised value * * *.
Thus, the marital settlement agreement required (1) Ms. Read to
transfer her MMP stock to Mr. Read and (2) Mr. Read to pay Ms.
Read a specified amount of consideration for that stock. That
agreement also gave Mr. Read, and only Mr. Read, the option of
deciding that MMP or MMP’s ESOP, instead of him, pay that consid-
eration to Ms. Read.
26It has been suggested that Ms. Read’s transfer of her MMP
stock to MMP was in the interest of Ms. Read, and not in the
interest of Mr. Read, in that Ms. Read wanted or preferred to
have MMP, rather than Mr. Read, purchase her stock because in
that event she would have received from MMP cash and MMP’s note
that was guaranteed by Mr. Read, rather than merely cash and a
note from Mr. Read. Such a suggestion assumes that the financial
condition of MMP was better than the financial condition of Mr.
Read at the time of Ms. Read’s February 5, 1986 transfer of MMP
stock and that Ms. Read wanted or preferred to have MMP, rather
than Mr. Read, purchase her MMP stock. The record does not
support either of those assumptions. In fact, we infer from the
record that Mr. Read’s financial condition at the time of Ms.
Read’s February 5, 1986 transfer of MMP stock was better than the
financial condition of MMP. That is because under the divorce
judgment the note that Mr. Read was obligated to transfer to Ms.
Read (along with a stated amount of cash) in order to pay her for
her MMP stock was not required to be guaranteed by MMP. We also
infer from the record that Ms. Read did not want or prefer that
(continued...)
Page: Previous 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 NextLast modified: May 25, 2011