Estate of Charles Whittaker Wright, Deceased, Valerie Wright-Ballin, Administratrix, and Betty J. Wright, Deceased - Page 4




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          22, 1991.  It was similar to the first, but it provided different           
          terms regarding the timing of the payments.  When these proposals           
          proved unsuccessful, Mr. Besson took over control of the                    
          negotiations in April 1991.  He directed that a memorandum be               
          prepared by other lawyers at Paul, Hastings.  This memorandum               
          discussed 10 potential causes of action that Mr. Wright might               
          have against Mr. Gussman and Mr. Friedman, including a claim for            
          intentional infliction of emotional distress.  Regarding the                
          intentional infliction of emotional distress, the memorandum                
          included the following:                                                     
                    At a minimum, as a result of Messrs. Gussman’s and                
               Friedman’s fraudulent, wrongful actions and self-                      
               dealing, and refusal to permit Mr. Wright to inspect                   
               the books and records of MEI [sic], Mr. Wright has                     
               suffered substantial emotional distress.                               
          The memorandum further stated that a claim for intentional                  
          infliction of emotional distress might be unlikely to result in             
          damages in litigation unless fraud by the other former                      
          shareholders was established.                                               
          A subsequent draft memorandum of agreement was dated July                   
          1991.  This draft treated in greater detail certain intellectual            
          property that Mr. Wright sought to have assigned to him, Mr.                
          Wright’s employment with MEC, and other matters.  It provided for           
          $2 million in settlement of claims for personal injury.  Like the           
          prior draft agreements, it was never finalized.                             








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