Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 45

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               Richard Temko is an American attorney with an office in                  
          Brussels, Belgium.  CIG’s executive vice president (Mr. Snyder) was           
          acquainted with Mr. Temko.  Baudouin Parmentier and Frederic de la            
          Barre d’Erquelinnes are citizens and residents of Belgium.11  Mr.             
          Temko introduced Mr. Parmentier to Mr. Snyder, and Mr. Parmentier             
          engaged Mr. Temko as his legal adviser to represent him in the                
          transactions at issue in this case.                                           
               On September 15, 1993, Mr. Snyder sent a memorandum (by                  
          facsimile) to Mr. Temko describing a possible cross-border                    
          equipment leasing transaction, along with flowcharts, in which Mr.            
          Parmentier would exchange an interest in a limited liability                  
          company (ultimately, Andantech) for preferred stock to be issued by           
          a “U.S. Company” (ultimately, the preferred stock of RD Leasing).             
          The next day, although negotiations were ongoing with NEFI, Mr.               
          Snyder sent a second memorandum and summary sheet to Mr. Temko,               
          which stated that “No U.S. company has made any commitment to enter           
          into the exchange * * * and there can be no assurance any such U.S.           

               11   Neither Mr. Parmentier nor Mr. de la Barre                          
          d’Erquelinnes was subject to our jurisdiction, and neither                    
          appeared at trial.  However, Mr. Parmentier agreed to be deposed              
          on May 4, 2000 (and to be interviewed on May 5, 2000), in                     
          Brussels.  The parties stipulated that had Mr. Parmentier                     
          testified at trial, his testimony would be as set forth in the                
          transcript (including exhibits) of his May 4, 2000, deposition,               
          and the transcript (including exhibits) of his May 5, 2000,                   
               We have examined the transcripts of Mr. Parmentier’s                     
          deposition and interview and find many of his statements are                  
          unsupported by other evidence in the record.                                  
               Mr. de la Barre d’Erquelinnes was neither deposed nor                    

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