The Purchase and Assumption Agreement is the blueprint: what EPB would transfer, what Qenta and its affiliates would assume, and the conditions that had to be met for any final closing. It defines “Assets,” “Records,” and “Liabilities,” ties the deal to required regulatory approvals, and sets arbitration under ICC rules in New York. When Qenta later acts as though it can keep or liquidate property in its possession, this agreement is the reference point for what it received, what it agreed to do, and what had to happen for it to earn anything beyond custody.
It’s clear from the terms of the agreement that Qenta was not purchasing the assets for itself, but rather the right to take custody of those assets on behalf of the bank’s customers, who were the beneficial owners. Yet after Qenta terminated the agreement, it took the position that it had acquired ownership of the assets without any regard to the customers’ liabilities, and only offered to return to the bank the cash value of those assets on the day they were received, keeping all of the substantial appreciation for itself.