- 33 - stock purchase agreements establishing the Melniks’ right to private annuity payments were executed.35 4. Negotiations and Preparation of Documents Petitioners admit that Clend did not participate in the negotiations with MMI. Only Moshe Melnik participated in the negotiations. Petitioners argue that Moshe Melnik represented the interests of all HouTex shareholders in the negotiations, but that claim rings hollow in the absence of any credible evidence in the record that representatives of Bermuda Trust authorized the representation, participated in the negotiations, or made any attempt to ascertain the value of the HouTex shares that Bermuda Trust allegedly held as a fiduciary.36 The record confirms that Mr. Pennoni prepared the relevant documents without any meaningful input from Bermuda Trust, and 35In fact, Moshe Melnik testified that the formation of the foreign trust was delayed until he knew he had a deal with MMI. 36In a letter to Mr. Pennoni dated Nov. 22, 1996, Mr. Maycock wrote as follows: “It was agreed in our telephone conversation that you would provide details relating to the planning purposes for the trust, information on the formation of the underlying BVI company, Clend Investment Holdings Ltd, to be put in place and the nature and value of the stock transaction to be conducted by and through that company.” In a followup letter to Mr. Pennoni dated Dec. 2, 1996, Mr. Maycock stated the following: “Various details relating to the planning purposes of the trusts and for the underlying company were requested in that letter and I know (sic) look forward to receiving same together with the additional items to complete our compliance requirements.” Mr. Maycock inserted a postscript indicating that “I have subsequently spoken to you concerning the planning tenets of the trust.”Page: Previous 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 Next
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