-290-
In addition, when BJF Partnership was formed in 1984, the
partnership agreement recited that among the items transferred to
the partnership by the partners were “Two Participation
Agreements with Burton J. Kanter regarding certain condominium
conversions. These agreements have been terminated with respect
to new conversions.” The BJF Partnership agreement included
representation and warranty clauses under which Kanter stated
that (1) he did not need any consent, authorization, or approval
to contribute the participation agreements to the partnership,
and (2) the termination of the participation agreements was
valid, binding, and effective. This transaction is significant
because the participation agreements referred to were the
Frey/Zeus agreement and the Frey/THC agreement. Contrary to
Kanter’s assertion that he did not own or control IRA or Zeus,
this transaction suggests that Kanter exercised complete control
over those entities.
3. Schaffel
Although Kanter testified that Prudential business was not a
subject of discussion at his 1979 dinner meeting with Ballard,
Lisle, and Schaffel, Lisle believed that it was obvious Kanter
arranged the meeting to see whether Schaffel might be able to do
business with Prudential.
In addition, the 1984 dispute between Schaffel and Kanter
over whether Schaffel was required to continue making payments to
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