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established to develop a portion of the Forster Ranch2 in San
Clemente, California. From June 30, 1978, through March 30,
1989, ownership of Estrella was distributed as follows:
Partner Name Interest Percentage Interest Type
Shannon Developers, Inc. 10 Percent General
Leo A. Fitzsimon 5 Percent General
Borg-Warner Equity Corp. 79 Percent Limited
Sea-Aire Properties, Inc. 6 Percent Limited
Shannon Developers, Inc. (Shannon),3 a corporation wholly
owned by Darrel S. Spence, was also designated as the managing
general partner. Leo A. Fitzsimon received the ownership
interest reflected above after having been employed for several
years as a project manager and engineer for Estrella’s
development of the Forster Ranch. Borg-Warner Equity Corp., or a
subsidiary (without distinction Borg-Warner), had provided the
funding used to finance the venture.
On March 30, 1989, the partners in Estrella entered a
Partnership Settlement Agreement providing for disposition of
assets owned by the entity. This arrangement was apparently
precipitated by dissatisfaction on the part of Borg-Warner with
2 This property is variously referred to in filings
submitted by the parties as both the Forster Ranch and the
Forester Ranch. For convenience we uniformly use the Forster
terminology.
3It appears from documents submitted that Shannon
Developers, Inc., may have been known as Shannon Development Co.
in 1978 but had become Shannon Developers, Inc., by 1989.
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Last modified: May 25, 2011