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John Carpentier (Mr. Carpentier) of the accounting firm of
Tarpley & Underwood, P.C. the firm that prepared the LLC’s 1996-
2000 Federal income tax returns, testified that he prepared the
1996 return and reviewed the subsequent returns. Because no one
contacted him to say that the percentage membership interests of
the three members changed after 1996, the firm continued in the
post-1996 returns to reflect the 88-10-2-percent membership
interest allocation on the Schedules K-1 issued to Drs. Joffe and
McKernan and Ms. Moore. Mr. Kelly (the lawyer), in his October
28, 1997, letter to Ms. Moore, states: “We understand that [the
LLC is owned by Drs. Joffe and McKernan and Ms. Moore on an 88-
10-2 percentage basis].” The fact that neither Mr. Carpentier
nor Mr. Kelly was made aware of any agreement that might have
altered those percentage interests is not evidence that that
agreement did not exist, only that it was not communicated to
those individuals.
Similarly, the December 1998 SouthTrust Bank credit report
supporting the $50,000 March 1999 loan to the LLC determined that
Dr. Joffe still owned 88 percent of the LLC, apparently on the
basis of the LLC’s 1995 return, which describes the 1995 member
sales that increased Dr. Joffe’s membership interest in the LLC
to 88 percent. There is no evidence that Dr. Joffe told
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Last modified: November 10, 2007