Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 193

                                                -266-                                                   
            Partnership agreement or the representation and marketing                                   
            agreements between MHM and Essex Partnership.  Eulich could not                             
            explain how Essex Partnership would serve as “liaison                                       
            intermediary between the owners and operators of hotel                                      
            properties”.  There were no officers or employees at Essex                                  
            Partnership who could have engaged in consulting or acted as                                
            liaisons.                                                                                   
                  Between 1982 and 1988, GHM paid $1,334,601 and MHM paid                               
            $1,563,412 to Essex Partnership.  During 1982 through 1989,                                 
            Essex Partnership distributed $788,452 to IRA and $645,099 to                               
            THC.                                                                                        
                  On December 31, 1984, IRA transferred its 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.  Essex                             
            Partnership apparently was not informed of the transfer and                                 
            continued to make partnership distributions to IRA.                                         
                  The record reflects that Connolly was little more than a                              
            pawn with regard to Essex Partnership.  Connolly knew very little                           
            about GHM or Essex Partnership, and we infer from his testimony                             
            that he was happy simply to receive a substantial salary for                                
            ostensibly managing both the Gateway Hilton and the Midland                                 
            Hilton.  In fact, MHM provided the necessary management support                             
            services for all of the hotels in question.  Kanter, Ballard, and                           






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