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$2,500,000. On September 2, 1982, SLA filed another Certificate
of Amendment of Certificate of Limited Partnership with the State
of New York. The second amended certificate listed the limited
partners and contributions totaling $2,500,000.
B. The Film “Summer Lovers”
SLA and Filmways executed a Purchase Agreement and a
Distribution Agreement for the film, Summer Lovers, on April 15,
1982. In addition, an Assignment of Copyright and a Mortgage of
Copyright between SLA and Filmways were executed on April 15,
1982.
An Advertising Services Agreement between SLA and Filmways
was also executed on April 15, 1982, and provided for payment by
SLA of $1,313,000 to a separate account for payment of third-
party invoices for advertising expenses. Filmways sent Richard
M. Greenberg a letter dated July 23, 1982, containing the
signature card and letter of authorization, both dated July 19,
1982, for the Summer Lovers Associates Advertising bank account.
On January 10, 1983, employees of Orion Pictures Corporation,
successor in interest to Filmways, sent an interoffice memo
listing invoices and checks totaling $1,313,000 in connection
with the Summer Lovers Associates Advertising account. The
invoices totaled $1,313,000 and included invoices for advertising
services performed during July and August 1982. SLA deducted
advertising expenses in the amount of $1,313,000 for 1982.
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