CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 27

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          Koehler testified that he agreed to $2 million of the $4 million            
          for CKH because of his experiences on other deals with Crispin              
          where fees were split 50-50.                                                
               We find Crispin’s and Koehler’s testimony on this matter to            
          lack credibility.  Their testimony contained significant                    
          discrepancies, inconsistencies, and lapses regarding the                    
          purported oral agreement.  For example, under the alleged fee-              
          splitting agreement, petitioner agreed to pay to CKH $2 million             
          or 80 percent of the NSI fee.  Considering the large amount of              
          documentation used for related transactions, we find it                     
          incredible that petitioner and CKH would not memorialize an                 
          agreement to pay $2 million.  Crispin and Koehler were                      
          experienced businessmen whose transactions were based on written            
          documentation, yet they maintained that it was unnecessary for              
          CKH and petitioner to execute a $2 million fee-splitting                    
          agreement because they “trusted” one another.  Similarly, Crispin           
          claimed that CKH did not issue a bill for the $2 million payment            
          because it was transferred in accordance with the oral agreement.           
               During the trial, Crispin was asked about another                      
          transaction between petitioner and CKS that had been documented             
          (the Investment Banking Services Agreement on February 1, 1997).            
          Crispin explained that a written agreement was needed because               
          Koehler and CKS had numerous creditors and petitioner’s rights to           
          the money had to be established or memorialized.                            






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