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petitioner’s personal account to the Sam Han account. Thus, when
petitioner signed the Guaranty on March 18, he had already taken
steps to place all of the assets at issue except the Pan Am stock
in accounts that did not bear his name, thereby raising practical
barriers to enforcement of the Guaranty against the bulk of the
transferred corporate funds. The very close proximity of the
Kodak stock transfer and the execution of the Guaranty creates a
strong inference that petitioner made the transfer in
anticipation of signing the Guaranty. Viewed in that light, the
Guaranty appears to be a ruse designed to mislead Northwest with
respect to petitioner’s good faith.35
Moreover, any conclusion regarding agency that petitioner
would have us infer from the Guaranty is substantially undermined
by the fact that petitioner almost immediately repudiated it.
Upon learning of the Guaranty a few days after it was signed,
35 The fact that petitioner left the Pan Am stock in a
personal account after signing the Guaranty is consistent with a
pattern we discern in his other conduct; namely, making it
possible for Northwest to recover relatively small amounts of the
ticket sales proceeds, in an effort to convince Northwest that he
was cooperating in good faith. This pattern first surfaced at
the beginning of 1988, when petitioner executed the January
agreement acknowledging his corporations’ indebtedness exceeding
$3 million (when he knew the figure was substantially higher) and
promising to retire the debt by yearend 1988 through weekly
payments of approximately $62,000. These weekly payments were in
fact made until mid-March, by which time Northwest had figured
out that petitioner’s defalcations were much greater than $3
million.
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