Brazoria County Stewart Food Markets, Inc. - Page 6




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               On October 1, 1987, petitioner made two advances for                   
          operating capital to UPE in the amounts of $100,000 and $80,622,            
          respectively.  The advances from petitioner to UPE were not                 
          contemporaneously memorialized in promissory notes.                         
               During 1987, 1988, and 1989, UPE obtained several salvage              
          jobs, sold some of its inventory, and brokered a deal that netted           
          $450,000 in commission fees; however, UPE reported losses for               
          those tax years.  Stewart, however, desired to expand UPE’s                 
          operation beyond salvage and used equipment sales, and in 1990,             
          UPE entered into a short-term industrial construction venture               
          with Formosa Plastics Corp. U.S.A. (Formosa).                               
               After a feasibility study, it was determined that the                  
          Formosa venture could be profitable because UPE’s labor force               
          already had the necessary skills for performance.  UPE bid on and           
          was awarded six contracts (the Formosa contracts) valued at                 
          $8,430,963.  UPE did not seek legal counsel at the time the                 
          contracts were executed, and the terms of the contracts were                
          unfavorable to UPE and favorable to Formosa.  UPE expected a                
          profit of at least 10 percent from the Formosa contracts.                   
               Under the Formosa contracts, UPE was required to supply the            
          labor, tools, and equipment necessary for the installation of               
          piping and turbines.  Formosa was to supply the pipe and the                
          turbines and make progress payments at various stages of                    
          completion.  UPE planned to use the progress payments to pay for            






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Last modified: May 25, 2011