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sale”, a “full recourse promissory note”, a “certificate of
assumption of primary liability”, a “sharecrop operating
agreement”, and a “security agreement--registered sheep”
(collectively the “sheep sale agreements”). The sheep sale
agreements purported to document the purchase of registered
purebred Rambouillet and Suffolk breeding ewes from Barnes
Ranches. While Mr. Hoyt and David Barnes were the principal
individuals involved with the sheep sale agreements, Mr. Hoyt and
the Barnes family were not independent parties acting at arm’s
length insofar as RCR #1's sheep breeding activities were
concerned. Mr. Hoyt signed “assumption agreements” on behalf of
individual partners with respect to RCR #1's promissory notes.
There are no bills of sale, certificates of assumption,
partnership agreements, or promissory notes that were signed by
partners other than Mr. Hoyt.
Under the sharecrop agreements, Barnes Ranches purportedly
obligated itself to undertake all management with respect to the
sheep partnerships’ breeding of sheep, payment of expenses, and
provision of stud ram services. In exchange, Barnes Ranches was
to receive all lambs produced and culls. The terms of the
sharecrop agreements required Barnes Ranches to maintain adequate
records allowing it to identify at all times RCR #1's breeding
sheep; to manage RCR #1's breeding sheep (which Barnes Ranches
purportedly did in a commingled flock with the Barnes’ own
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Last modified: May 25, 2011