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of the Ludlow property and the transfer by the University to Mr.
Signom of that property subject to deed restrictions placed
thereon by the University.
In anticipation of finalizing and thereafter closing the
tentative exchange transaction and in order to facilitate the
acquisition by the University of the Ludlow property and its
transfer by the University to Mr. Signom at that closing, Mr.
Felman, who had no interest in acquiring the Ludlow property,
signed a contract dated May 7, 1991, that he did not negotiate
under which he offered to purchase that property from EDR Associ-
ates (EDR) (May 7 Ludlow contract). Pursuant to the May 7 Ludlow
contract, Mr. Felman offered to purchase the Ludlow property for
$253,000 and made a $5,000-earnest money deposit. Consistent
with the tentative exchange transaction to which the University,
Mr. Signom, and Mr. Felman had tentatively agreed (i.e., the
University, and not Mr. Felman, would acquire the Ludlow property
and transfer it to Mr. Signom), the May 7 Ludlow contract pro-
vided that, upon its closing, the deed transferring the Ludlow
property was to be made to “H. MARVIN FELMAN OR HIS NOMINEE”.
Although Mr. Felman’s offer under the May 7 Ludlow contract was
to remain open only until May 10, 1991, EDR made a counteroffer
to the May 7 Ludlow contract that was signed by a representative
of EDR on June 4, 1991 (June 4 Ludlow counteroffer).3 On June
3The modifications to the May 7 Ludlow contract contained in
(continued...)
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