Thomas E. Johnston and Thomas E. Johnston, Successor in Interest to Shirley L. Johnston, Deceased, et al. - Page 5




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          the handling of partnership affairs.  Pursuant to the settlement            
          agreement, the Forster Ranch property, with the exception of 22             
          lots referred to as the equestrian lots, was sold, and the                  
          proceeds were applied to reduce the unpaid balance on the funding           
          provided through Borg-Warner.  Certain other properties were                
          distributed to Shannon, Sea-Aire, and Mr. Fitzsimon in undivided            
          interests of 47.62 percent, 28.57 percent, and 23.81 percent,               
          respectively.  These properties included the equestrian lots and            
          the stock of Shorecliffs Golf Course, Inc.4 (Shorecliffs).                  
          Shorecliffs held title to a golf course of the same name which              
          had previously been acquired by Estrella and the business of                
          which was operated by Mr. Spence.                                           
          S.C. Equestrian Lots, Ltd.                                                  
               Following the just-described settlement, the 22 equestrian             
          lots were contributed to form S.C. Equestrian Lots, Ltd. (SCE), a           
          California limited partnership.  Sea-Aire served as the general             
          partner through at least July 1, 1992.  Thereafter, Uppaway                 
          Investments, Inc. (Uppaway), another entity related to Mr.                  
          Johnston, seems to have been substituted as general partner.                
          Both Mr. Johnston and Mr. Fitzsimon were named as limited                   



               4 The various documents and filings submitted by the parties           
          refer to this entity both as Shorecliffs Golf Course, Inc., and             
          as Shorecliff Golf Course, Inc.  The plural form was selected by            
          petitioners and respondent in their memoranda addressing the                
          instant motions, and we for clarity adopt the plural throughout             
          our discussion.                                                             





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