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bar, the complaint alleged: (1) That Mr. Johnston and Mr. Spence
fraudulently induced Mr. Fitzsimon to relinquish his interest in
Shorecliffs shortly before the multimillion-dollar sale, and (2)
that Mr. Fitzsimon was deprived of profits from the SCE venture
on account of self-dealing transactions and diversion of proceeds
by other partners. Requested relief included damages, imposition
of constructive trust, declaratory relief, injunctive relief,
dissolution of partnership, and accounting.
Following waiver by the parties of a jury, a bench trial
began in late June of 1994. The Johnstons and their related
entities were represented by counsel. The Superior Court
thereafter rendered its findings in a special verdict form
executed on October 6, 1994. Among other things, the court found
that Mr. Spence, Shannon, Mr. Johnston, and Sea-Aire
intentionally defrauded Mr. Fitzsimon in connection with sale of
the Shorecliffs golf course. The special verdict also included a
finding that Mr. Spence was an alter ego of Shannon and that Mr.
Johnston was an alter ego of Sea-Aire and Uppaway. As regards
the equestrian lots dispute, it was stipulated that SCE should be
dissolved and a final accounting conducted.
An accounting referee was appointed by the court to provide
recommendations on the accounting matters. After extensive
comment from the parties, the court on June 9, 1995, entered its
judgment addressing both the Shorecliffs and the SCE
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