perfected. Pursuant to the contract WKG was to pay all expenses of the Institute which were incurred prior to July 1st. Accounts receivables including student fees, grants, and tuition due from student loans were to be prorated as of July 1st and paid to Reynolds by August 1st. WKG's only compliance was the incorporation of DR. The Institute was never transferred to DR. By Labor Day (September, 1989) WKG had still not submitted the requisite forms for approval to the regulatory agencies. Murvin met with Reynolds demanding that Reynolds pay the fees and costs for obtaining the approval from the regulatory agencies. Reynolds refused to give WKG any additional money until WKG performed under the contract.
In mid November, Guillot met with Reynolds and informed him that WKG wasfor United Academy's purchase of the Institute for the sum of $225,000. Chung had no knowledge of WKG's pre-existing agreement with Reynolds. Guillot contacted her on numerous occasions beginning in July or August, regarding United Academy's purchase of the Institute. Chung visited the school on several occasions during the time United Academy was negotiating with WKG. She even met David Reynolds. Guillot and Murvin told Chung to visit the school pretending that she was planning to enroll her nephew as a student. Guillot's given reason to Chung for the pretense was that he did not want school employees to know about business details. In September, 1989, WKG faxed Ms. Chung a copy of a proposed agreement to purchase, which she did not sign. She signed a letter of