Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 184

                                                -258-                                                   
                 Schnitzer and Ross were not relying on IRA, Schott, or                                
            Weisgal to generate additional business opportunities for PMS.                              
            Schnitzer and Ross were relying solely on Kanter to obtain                                  
            additional business opportunities for PMS.                                                  
                  During the period 1976 to 1979, PMS expanded its portfolio                            
            of management contracts, and its growth was attributable in large                           
            measure to additional contracts from Prudential, which                                      
            represented approximately 40 percent of its revenue.                                        
                  In late March 1979, Schnitzer informed Kanter that he was                             
            disappointed with Kanter’s failure to deliver additional property                           
            management business for PMS, and he wanted to buy back the PMS                              
            stock held by IRA.  Kanter made a counteroffer to purchase all of                           
            the PMS stock that Schnitzer owned for $3.1 million.  Ultimately,                           
            Schnitzer agreed to pay IRA $3.1 for its PMS stock with payments                            
            to be made in installments over 10 years.  In February 1989, PMS                            
            made an early, discounted final payment to PSAC, which                                      
            transferred the funds to IRA for distribution to Carlco, TMT, and                           
            BWK.                                                                                        
                  Once again, although there is no direct evidence of an                                
            agreement among Kanter, Ballard, and Lisle to share profits from                            
            the PMS transaction, the surrounding circumstances strongly                                 
            support an inference that an agreement was in place.  We begin                              
            with the fact that Ballard and Lisle were aware that Schnitzer                              
            was so anxious to expand PMS’s management business that he was                              





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