- 15 -
have been able to amend the terms of the Revised Agreement
unilaterally.15
The Revised Agreement did not change the $11,333.30 per-
share purchase price for the CamVic stock, nor did it contain a
provision requiring reevaluation of the stock price. The parties
did not negotiate with respect to the price per share before
entering into the Revised Agreement. The Revised Agreement was
titled "Buy-Sell Agreement", the same as the agreement executed
in 1975. It provided at the outset that it was "made and entered
into as of the 2nd day of January, 1975". In addition, Ronald
signed the Revised Agreement as the custodian for each of his
children, although he was no longer the custodian of Cameron M.
or Ronald II in 1981, and he signed the agreement as the
secretary of CamVic, his position in January 1975. In 1981,
however, Ronald was CamVic's corporate president. Similarly,
decedent signed the Revised Agreement as president of CamVic--his
position in 1975--even though decedent was corporate secretary in
1981.16
15Decedent would have had 87.5 percent of CamVic's stock had
either he or CamVic exercised the right to purchase Marcella's
stock.
16None of decedent's grandchildren had signed the original
Buy-Sell Agreement. However, his grandchildren's signatures
appear on the Revised Agreement. The grandchildren did not date
their signatures on the Revised Agreement; rather, Ronald
inserted the dates. Cameron M.'s signature is dated Apr. 26,
1978, the date of his 18th birthday, which fell approximately 3
years before the execution of the Revised Agreement. Ronald II's
(continued...)
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