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In negotiations, it appeared the other shareholders were
intentionally delaying to force Mr. Wright to capitulate because
of legal costs. Mr. Besson observed that the stress of the
dispute was affecting Mr. Wright physically. Mr. Wright’s
dilemma was that bringing suit would be even more expensive for
him although bringing suit appeared to be the only means likely
to force a settlement. In a letter to Mr. Wright dated May 1,
1991, Mr. Besson discussed the likelihood of forcing a settlement
short of litigation.
In June 1991, a draft complaint was prepared. This
complaint included a cause of action for the intentional
infliction of emotional distress. A complaint was never filed
because Mr. Besson and Mr. Friedman negotiated an agreement on
behalf of Mr. Wright, MEC, and the other shareholders. This
agreement was documented in a Memorandum of Agreement dated May
15, 1992, but not finalized until July 29, 1992. Each item of
payment in this agreement was negotiated separately. In addition
to the Memorandum of Agreement, other documents were executed as
a part of the settlement. These included a General Release
Agreement, an Option Agreement, a Consent of Spouse, a Bill of
Sale, Payment Instructions and Termination of Escrow, Mr.
Wright’s resignation of office in MEC, and a receipt in which Mr.
Wright acknowledged receipt of $952,883.37 in January 1992 and
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