Carol M. Read, et al. - Page 38




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          Read’s direction as reflected in his election under the divorce             
          judgment that she transfer her MMP stock to MMP.  Absent Mr.                
          Read’s election, Ms. Read was obligated under that judgment to              
          transfer that stock to Mr. Read.  We hold that Ms. Read's trans-            
          fer to MMP of her MMP stock was a transfer of property by Ms.               
          Read to a third party on behalf of Mr. Read within the meaning of           
          Q&A-9.                                                                      

               26(...continued)                                                       
          MMP, instead of Mr. Read, purchase her MMP stock.  If Ms. Read              
          wanted or preferred to have MMP, rather than Mr. Read, purchase             
          her MMP stock, we believe that Ms. Read would have negotiated a             
          property settlement that would have been reflected in the divorce           
          judgment under which (1) Ms. Read would have been required to               
          sell her MMP stock to MMP and MMP would have been required to               
          give her cash and a note that was guaranteed by Mr. Read or                 
          (2) Ms. Read would have been required to sell her MMP stock to              
          Mr. Read and MMP would have been required to guarantee the note             
          that Mr. Read issued to Ms. Read (along with cash) in order to              
          pay her for her MMP stock.  At a minimum, if Ms. Read wanted or             
          preferred to sell her MMP stock to MMP, instead of to Mr. Read,             
          Ms. Read would have negotiated a property settlement that would             
          have been reflected in the divorce judgment under which Ms. Read,           
          and not Mr. Read, would have been given the option of requiring             
          (1) that she sell her MMP stock to MMP and (2) that MMP, and not            
          Mr. Read, give her cash and a note that was guaranteed by Mr.               
          Read.  The record in the instant cases is clear:  The only reason           
          Ms. Read transferred her MMP stock to MMP was because Mr. Read              
          wanted, and directed, her to do so by electing that she transfer            
          that stock to MMP.                                                          
               Even assuming arguendo 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, a suggestion that is not supported and is             
          in fact rejected by the record in the instant cases, Ms. Read was           
          nonetheless acting as Mr. Read’s representative--another common,            
          ordinary meaning of the phrase “on behalf of”--in making that               
          transfer to MMP.  That is because she was following and                     
          implementing Mr. Read’s direction as reflected in his election              
          under the divorce judgment that she transfer her MMP stock to               
          MMP, which stock, absent Mr. Read’s direction, Ms. Read was                 
          obligated to transfer to Mr. Read.                                          





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