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Purported Acquisition of Landtrak by Mrs. Comey
Landtrak is a Wisconsin corporation incorporated on January
23, 1985, by Mr. Riopelle; he originally owned all 500 shares of
Landtrak’s stock.
Petitioners assert that Mrs. Comey became the new owner of
Landtrak on January 1, 1987. According to petitioners, on that
date Landtrak redeemed the stock held by Mr. Riopelle, and Mrs.
Comey acquired all 50 newly issued shares of Landtrak’s stock.
Aspects of the record appear to support petitioners’
assertions. The record contains a copy of Mr. Riopelle’s
Landtrak stock certificate. The front of that certificate bears
a handwritten notation that the certificate was canceled on
January 1, 1987. The reverse bears an assignment of the
certificate to Landtrak; that assignment was signed by Mr.
Riopelle and is also dated January 1, 1987. The record also
contains a copy of a Landtrak stock certificate bearing Mrs.
Comey’s name, which is also dated January 1, 1987. Moreover, in
the written stipulation of facts, the parties stipulated that Mr.
Riopelle’s Landtrak stock was canceled and all new Landtrak stock
was issued to Mrs. Comey on January 1, 1987.
Notwithstanding these aspects of the record, the record as a
whole establishes that Mrs. Comey did not acquire Landtrak’s
stock on January 1, 1987. Mr. Riopelle testified that he
remained the sole owner of Landtrak until February 1988. Mr.
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