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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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