-143-
On December 21, 1984, Essex Corp. assigned to Essex
Partnership its rights under the GHM option agreement. Exh. 817,
at 4. The record indicates Essex Corp. also transferred
Connolly’s promissory note to Essex Partnership. Exh. 4013. On
October 26, 1987, Essex Partnership sent a check of $1,000 to
Connolly. Id. The check was accompanied by a letter which
explained that the check represented Essex Partnership’s annual
option payment to Connolly, and the letter included a request
that Connolly remit to Essex Partnership his annual interest
payment of $960. Id.
At trial, Connolly (1) did not know the identity of the
partners of Essex Partnership, (2) believed he was offered a
5-percent partnership interest in Essex Partnership in exchange
for his promise to refer to Eulich any hotel management contracts
that GHM could not handle in the northeastern region of the
country, and (3) did not understand that a portion of GHM’s
management fees was remitted to Essex Partnership. Connolly,
Transcr. at 2631-2645.
Connolly could not recall any details about the GHM option
agreement or whether he had received any payments pursuant to the
option agreement. Connolly, Transcr. at 2661-2662; Exh. 4013.
Connolly did not (1) know whether he had owned all of the shares
of GHM, (2) recall speaking to Eulich about startup financing of
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