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from and sell her interests in the True companies, as required
under the buy-sell agreements. She and her husband were eager to
purchase and independently run their own ranching operation.
Tamma Hatten did not seek separate legal or other professional
counsel in connection with the sale of her interests in the True
Companies. Instead, she relied on Dave True and his advisers to
determine the sales prices of all those interests under the buy-
sell agreements and to structure the methods of payment.
Dave True’s legal advisers drafted the Agreement for
Purchase and Sale of Assets, dated August 10, 1984, which
outlined the terms for sale of Tamma Hatten’s business holdings
(including partnership interests, corporate stock, notes, and
lease interests). The total purchase price was $8,571,296.22,
composed of a cash payment of $4,234,000 and payment to a
specially created escrow account for the balance. The escrow,
established by Dave True and his advisers, deviated from the
requirements of the True companies’ buy-sell agreements. Its
purpose was to provide security for payment of Tamma Hatten’s
share of accrued contingent liabilities (if any) and a management
vehicle for her investments.
Tamma Hatten received over $8.5 million in aggregate value
for her True companies’ interests, but that amount included
certain offsets. For example, both Eighty-Eight Oil and True Oil
had negative book values at the buy-sell agreements’ valuation
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