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be both the principal owner and the principal operator of the
Cordes family dealership involved.8
For most of the relevant periods, Mr. Cordes was the
franchise holder for each Cordes family dealership. At times,
John Cordes, Jean Ann Richard, and Eddy Ben Cordes were the
franchise holders or principal owners, at least nominally
(sometimes in conflict with the relevant franchise agreement), of
John Cordes, Inc., Edmund Cordes, Inc., and Eddie Cordes, Inc.,
respectively. From time to time, legal title to the stock in the
Cordes family dealerships would change hands among members of the
Cordes family.
Each member of the Cordes family played a role in the Cordes
corporations, but no one played a more substantial role than Mr.
Cordes. Mr. Cordes served as president of each of the Cordes
corporations and controlled every aspect of the day-to-day
operations. No one questioned Mr. Cordes’s dominance or
attempted to exercise any control over any corporate decision,
regardless of his or her ostensible stock ownership in that
corporation. None of the Cordes corporations held shareholder
meetings; instead, Mr. Cordes directed his corporate attorney to
draft meeting minutes, which he brought home for Mrs. Cordes and
8The record does not contain any such franchise agreements,
but we accept petitioners’ testimony as to the existence of the
agreements and the requirements therein regarding a principal
owner and principal operator.
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