DIRECT EXAMINATION BY MS. CARTER: Q. Mr. Lang, at the close of yesterday's session, a telegram dated March 30th, 1994 was received in evidence as Plaintiff's Exhibit 14. I show you the said telegram and ask you if you received that from Western Union? A. Yes, sir. Q. Would you read the text of it, please, to the jury? A. "Please take notice that a majority of the directors have called a special meeting of the board of directors of the corporation to be held on Tuesday, May 15, 1994 at 2:00 in the afternoon, Eastern Standard Time, for the purpose of transacting such business as may properly come before the meeting. Q. What day of the week did you receive that, Mr. Lang? A. On a Friday. MS. CARTER: Your Honor, I have a calendar here for 1994. If counsel is willing to stipulate Friday was the 30th of March -- MR. GARVEY: If you show me the calendar, I will be glad to do that. So stipulated. Q. Did you receive it by telephone prior to that, to your recollection? A. Yes, sir. Q. And it was delivered to your office and to you personally? A. Yes, sir. Q. Were any of your employees aware of the telegram at the time that it was delivered or thereafter? A. Well, the girl who worked in the office who had taken the telephone message at first, she knew of it. Q. Anybody else? A. Well, after I received it, I talked to a fellow by the name of Roger Kelly and asked him if he would accompany me on the trip to Detroit for this meeting. Q. You said that Mr. Kelly is deceased, is that right? A. Yes. Q. What was his capacity with you at that time? A. At that time he was used car manager and he used to assist me with various things. Q. At the time that you received the telegram, were you aware of the purpose of the scheduled meeting? A. No, I wasn't. Q. Was there anything in Exhibit 14 that indicated the purpose of the meeting? A. No. Q. At any time during the two years that you had been president and general manager of the dealership, had you ever received a notice like this one to attend a meeting of the board of directors? A. No, sir. Q. This was the first one? A. Yes, sir. Q. When you arrived, were you instructed as to where to go in the building? A. I just walked in and informed the receptionist that I was looking for Mr. Ed Foster, and she ushered me into a room. Q. At that time, had you seen the corporate minute book? A. No, sir. Q. But you had met Mr. Foster, right? A. Yes, sir. Q. But you were not aware that he was a director? A. No, sir. They changed them so many times, I really couldn't tell. MR. GARVEY: I move to have that stricken from the record. THE COURT: Yes, it may go out. The jury will disregard it. Q. Well, please go ahead now and describe the room where the meeting was held, who was there and what happened. MR. GARVEY: I object to Mr. Carter asking the witness what happened. We have introduced into evidence the regularly constituted minute book and the said book is the best evidence of what occurred at the meeting. Mr. Lang attended the meeting. The minutes show this fact that he attended the meeting. THE COURT: Overruled. MR. GARVEY: Your Honor, I press the objection, because there has been no evidence submitted that there has been any irregularity with respect to the recording of the minutes. I feel that unless some further proof is brought in with respect to irregularity of these through the secretary who kept the minutes, that the question is improper. THE COURT: I have made my ruling. I am going to let Mr. Lang tell us, Mr. Garvey, what transpired at the meeting. MS. CARTER: Thank you. THE COURT: Don't thank me, that is my ruling. You don't have to thank me for it. Q. Mr. Lang, do you remember the question? A. Yes. Q. Do you want it read back? A. I think I remember it. Q. All right, you may answer it, then. A. Well, I walked into this very large room and there was an oblong table situated there and there was a gentleman there by the name of Miles, who was the branch manager. Q. Had you ever met Mr. Miles before? A. No. Q. Had you ever seen him before? A. No. Q. Who presided at the meeting? A. Mr. Foster. Q. After you shook hands and were introduced, what did Mr. Foster say to you and what did you say to him? A. We sat down at the table and Mr. Foster said to me, "Tom, the purpose of this meeting is to ask you for your resignation." I was stunned, of course, you know, I didn't expect anything like that, and I said, "My resignation? What do you mean?" He says, "Well, we're going to have to ask you to resign. We feel that you have lost your investment and we are going to have to replace you." I was momentarily surprised. Q. What was said next? A. I said, "The losses are not entirely my fault. I have been acting under the advisement of your representatives who have been very instrumental in telling me how to operate and what to do and how to do it." Q. And what did he say then? A. He was sort of taken aback with my rebuttal to him. MR. GARVEY: I move to strike that out. THE COURT: Yes, it is stricken. Q. Did you resign? A. I said, "Well, Mr. Foster, I'm not resigning. I never had an attorney before getting into this deal, but I am sure going to get some representation from here on in." Q. Did you talk to him about those agreements that were signed back at the Holiday Inn? A. No, I didn't. Q. Did you talk to him about Mr. Arnold? A. Only momentarily. I finally did ask him if Mr. Arnold knew about this, because I had had a very close relationship with him throughout the years. Q. What did he say? A. He said that he didn't know whether Mr. Arnold knew it or not. Q. Did you subsequently have a conversation with Mr. Arnold about it? A. After I got back home, I called him. I finally reached him in Detroit and told him what had happened. Q. What did he say? A. He said he was unaware that this had happened, that he didn't have any knowledge of it. Q. Did he say anything else? A. He told me over the telephone--I didn't see him, but he sounded like he meant what he said. He was no longer branch manager, so, you know, he couldn't get too involved because of the way I was thinking. MR. GARVEY: I object, this is not responsive. THE COURT: The fact that he was no longer branch manager may stand, but the part that he couldn't get involved, that isn't responsive. Q. Did Mr. Foster tell you he couldn't get involved? MR. GARVEY: That is leading. I object. A. He didn't tell me that. He just said he was unaware of what had happened. THE COURT: Do you retract your objection? MR. GARVEY: Yes, your Honor. Q. What time did you arrive home? A. We stayed in a motel overnight in London, Ontario and arrived back home in the late afternoon of the following day. I would like to say one other thing here, if I can. MR. GARVEY: I would prefer to have Mr. Carter ask him a question and have an answer that is responsive to a question. Q. Is it in response to a question that I asked you? A. You asked me to reveal what went on at the meeting, and this was part of it. Q. Tell us what else happened. A. Just before I left, he-- Q. Who is he, now? A. Mr. Foster. He put this motion up to a vote asking for my resignation, and I abstained from voting. Q. Did you have any final words? A. My remark when I left was that I would get an attorney to represent me, and that they would be hearing from me. MS. CARTER: Your Honor, there are two letters, both of the same date, and I believe that the defendants or their attorneys have the originals. I would like to have them, if I may. They were mailed by the plaintiff and we don't have the originals. One was addressed to Mr. Foster and the other to Mr. Sweet. THE COURT: Why don't you get your copies out and check them. MS. CARTER: He knows what they are, your Honor. We discussed them before. MR. GARVEY: I have the original of this letter. The other one I have never seen before. THE COURT: It's about time for a recess, gentlemen. We will call you back very shortly, jurors.