Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 67

                                                -151-                                                   
            activities occurred.  Formby, Transcr. at 1548-1549, 1555; Exhs.                            
            348, 351.                                                                                   
                  James, the president of MHM, could not identify a specific                            
            person or entity who would have acted as a liaison between the                              
            owners and operators of the hotel properties in question.  James,                           
            Transcr. at 1735-1737.  James did not know that IRA and THC were                            
            partners in Essex Partnership until he was shown the partnership                            
            agreement at trial.  James, Transcr. at 1734-1737.                                          
                  There were no officers or employees at Essex Partnership who                          
            could have engaged in consulting or acted as liaisons.  Formby,                             
            Transcr. at 1534-1535.  Eulich had never seen the Essex                                     
            Partnership agreement or the consulting and fee agreements                                  
            between MHM or GHM and Essex Partnership.  Eulich could not                                 
            explain the meaning of the phrase in article II of the Essex                                
            Partnership agreement referring to Essex Partnership’s role as                              
            “liaison intermediary between the owners and operators of hotel                             
            properties”.  Eulich, Transcr. at 1631-1634.                                                
                  j.  Transfer of IRA’s Essex Partnership Interest                                      
            On December 31, 1984, IRA transferred its 26.125-percent                                    
            Essex Partnership interest to Carlco, TMT, and BWK.  Carlco and                             
            TMT each received an 11.75-percent partnership interest in Essex,                           
            while BWK received a 2.6125-percent partnership interest in                                 
            Essex.  Exh. 69, at 16; Exh. 93, at 10; Exh. 114, at 6-7.  Essex                            





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