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advice and counsel on financial and investment issues. Numerous
persons at Quest possessed relevant experience and training not
found at Norcom.
Finally, with respect to both payments, Norcom’s board of
directors executed resolutions detailing that the payments were
being made to Quest for valuable services Quest had previously
provided to Norcom. Both resolutions are consistent with the
parties’ conclusion that the 1994 agreement envisioned that
Norcom’s board could exercise its discretion and make additional
compensation payments to Quest.
We find unpersuasive respondent’s arguments that petitioners
lacked the requisite compensatory intent.13 Respondent initially
drew the Court’s attention to the fact that only Mr. Arnold
testified as to knowledge of a pre-1993 oral agreement between
Norcom and Quest. Respondent correctly notes that Mr. Lombardi,
Norcom’s CEO and president from 1987 through April 1992,
testified that he had no knowledge of any oral agreement. The
Court chooses not to rely upon his testimony. We find that Mr.
Lombardi’s testimony was biased because Mr. Lombardi had a
13 We note that respondent’s briefs were not in accordance
with Rule 151(e)(3), which governs proposed findings of fact, and
could have been rejected. Respondent’s proposed findings of fact
were rarely concise statements of fact and often were not based
upon evidence. Proposed findings of fact should not be based
upon statements made in a request for admission (unless the
subject matter of the request has been admitted or deemed
admitted).
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