Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 59

                                                -144-                                                   
            $10,000 for GHM, or (3) recall whether the board of directors                               
            held meetings at GHM or the membership of the board.  Connolly,                             
            Transcr. at 2650-2653.                                                                      
                  h.  Essex Partnership Operations                                                      
                  Essex Partnership’s stated purposes were  (1) “To engage                              
            generally in the consulting business and as a liaison                                       
            intermediary between owners and operators of hotel properties”,                             
            and (2) “To enter into other partnership agreements * * *, to                               
            become a member of a joint venture, or to participate in some                               
            other form of syndication for investment; and to buy, sell,                                 
            lease, and deal in services, personal property, and real                                    
            property.”  Exh. 347.  Although the partnership agreement                                   
            required its partners to contribute the capital needed to operate                           
            the partnership, very little, if any, actual capital                                        
            contributions were ever required from them.  There is no evidence                           
            that IRA or THC contributed any capital to Essex Partnership.                               
            Petitioners’ Reply Brief at 457.                                                            
                  Essex Partnership had no office, equipment, or employees                              
            because employees of MHM performed many of the consulting                                   
            services that GHM needed.  John Formby, an accountant working for                           
            Lexington Investment Co., provided services to MHM and was given                            
            a power of attorney to act on behalf of Essex Partnership.                                  







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