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Around April 1990, Mr. Langdon contacted Pohle Partners,
Inc. (Pohle Partners), a company that specialized in appraising
and brokering the sale of wholesale beer distribution businesses
throughout the United States, to discuss a possible sale of BDC.4
In mid 1990, Mr. Langdon agreed to have Pohle Partners
appraise BDC's business and to preliminarily market it to
potential purchasers. He made it clear that he had made no firm
decision to sell, and Pohle Partners so stated in the offering
package. It was understood that BDC and Mr. Langdon would have
to approve the terms of any offer. No fee would be owed to Pohle
Partners, unless a sale was consummated and BDC and Mr. Langdon
were paid. However, if the company were sold, Pohle Partners
would receive a specified percentage of the total purchase price.
For purposes of determining this fee, the total purchase price
4Pohle Partners was well known throughout the wholesale beer
industry and enjoyed an excellent reputation as a broker. Since
about 1978, it had brokered hundreds of sales of wholesale beer
businesses. Mr. Langdon was acquainted with Paul L. Pohle and
Robert W. Pohle, the two principals of Pohle Partners. Paul
Pohle had previously owned and operated a wholesale beer
distribution business in the Minneapolis-St. Paul area.
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