Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 189

                                                -262-                                                   
            Connolly had adequately capitalized GHM.114  At best, GHM was                               
            capitalized with $2,000.                                                                    
                  The partners of Essex Partnership and their partnership                               
            interests were as follows:                                                                  
            Percentage                                                                                  
                  Partner                              Partnership Interest                             
                  MHM                                  47.500                                           
                  IRA                                  26.125                                           
                  THC                                  21.375                                           
                  Connolly                      5.000                                                   
                  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.                                          
                  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                               

                  114  At trial, Connolly (1) could not recall any details                              
            about the GHM option agreement or whether he had received any                               
            payments pursuant to the option agreement, (2) did not know                                 
            whether he had owned all of the shares of GHM, (3) could not                                
            recall speaking to Eulich about startup financing of $10,000 for                            
            GHM, and (4) could not recall whether the board of directors held                           
            meetings at GHM or the membership of the board.                                             






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