Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 182

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            might make by participating as a limited partner in various Frey                            
            partnerships.                                                                               
                  The Frey-Zeus agreement reflected Frey’s recognition that                             
            Kanter’s influence in delivering several Prudential condominium                             
            projects in the summer and fall of 1981 was extremely valuable.                             
            At a time when investors were aggressively competing for                                    
            properties to convert to condominiums and for capital to complete                           
            those conversions, Prudential provided a ready supply of such                               
            properties, and these projects did not require large infusions of                           
            capital.                                                                                    
                  In 1984, Frey, Kanter, and others formed BJF Partnership to                           
            engage in condominium conversion projects.  The BJF Partnership                             
            agreement included a list of assets that the partners contributed                           
            to the partnership.  Among the listed items were two                                        
            participation agreements--the Frey/THC agreement and the                                    
            Frey/Zeus agreement dated October 21, 1981.  Kanter, acting on                              
            behalf of THC, transferred to BJF Partnership rights to the                                 
            Frey/Zeus agreement.  Kanter, however, asserts that he neither                              
            owned nor controlled IRA or Zeus.                                                           
                  Frey made payments to Zeus and THC.  By directing Frey to                             
            make payments to Zeus on Prudential condominium conversion                                  
            projects, Kanter, Ballard and Lisle attempted to assign income                              
            that they earned on those projects to Zeus.  By directing Frey to                           







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