Damian Gerard and Leigh H. Gerard - Page 4

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          C.   Damian’s Business History                                              
               In 1992, Damian began employment with First Capitol Printing           
          Arts, Inc. (First Capitol), a print shop that produces short-run,           
          two-color prints.  By June 1993, he had acquired one-third of the           
          First Capitol stock and was sales manager.  By July 1994, he had            
          become president of First Capitol.  In September 1994, he became            
          sole owner of First Capitol.                                                
               Before the soon-to-be-described events of June 1993, Damian            
          would visit Maritz Inc. each day and “walk the halls”, soliciting           
          jobs to bid on.  Typically, he would bid on one to three Maritz             
          Inc. jobs per week.  First Capitol had no written contract to               
          provide services to Maritz Inc.; Damian got work from Maritz Inc.           
          only if he had the low bid.  In the first half of 1993, Damian              
          successfully solicited about $10,000 of business from Maritz                
          Inc., representing less than 2 percent of First Capitol’s 1993              
          gross receipts.                                                             
          D.   Shareholder Dispute                                                    
               In 1992, a dispute arose between Bill Maritz and his sister            
          Jean regarding the family business.  Negotiations commenced for             
          Maritz Inc. to redeem the Hobler family voting shares.  The                 
          parties sharply disagreed on the redemption price.  On June 25,             
          1993, Kenneth Suelthaus (Suelthaus), the attorney representing              
          the Hobler family, met with Millard Backerman (Backerman), the              
          attorney representing Maritz Inc.  Suelthaus presented a                    






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