- 21 -
Solar business as Sparkman’s business. He testified: “I actually
managed his [Sparkman’s] company * * * Mercury Solar.”21
As “agent” of both HEH and Mercury Solar PTO, Sparkman was
authorized to act as the “official authorized signature” on the
bank accounts of those purported entities. For the years at
issue, Sparkman also effectively controlled income allocations and
distributions of Mercury Solar PTO (which were made almost
entirely to himself).22 There is no credible evidence that he
meaningfully shared that control with anyone else.
21 In a memorandum dated September 22, 1997, and addressed
to “All Staff and Contractors of Mercury Solar and HEH”, Myron
Thompson (Thompson) stated:
Effective today, I will be assisting Scott [Sparkman]
in organizing the companies [HEH and Mercury Solar] for
the sake of current and future expansion. I will be
assuming the role of Temporary Executive Director of
both HEH and Mercury Solar. Scott [Sparkman] will
continue as President. [Emphasis added.]
22 Porter, who was supposedly one of two trustees of
Mercury Solar PTO during the years at issue (and sole trustee
after May 1998) testified that income allocations during those
years were made by Thompson and Sparkman, “with sometimes it
being run by myself.” She added, however: “it’s certainly not
* * * something I had a day to day involvement with”. We are not
persuaded that either Porter or Thompson had any meaningful role
with respect to income allocations or distributions during the
years at issue. Apart from Porter’s vague, contrived, and
noncredible testimony, all the evidence indicates that she was a
mere figurehead for both HEH and Mercury Solar PTO. The Mercury
Solar PTO organizational documents do not authorize Thompson to
make income allocations or distributions. In testifying as to
the nature of his duties and activities at Mercury Solar PTO,
Thompson made no mention of making any income allocations or
distributions.
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