- 15 -                                                  
            interests as to the allocation to the covenant.  Respondent made                            
            no argument that the difference between petitioner's payment                                
            ($513,400) and the agreed value of the stock ($189,300) was                                 
            payment for anything other than the covenant not to compete.                                
            These facts suggest that the value of the covenant was $324,100,                            
            the difference between the total amount petitioner paid Grecco                              
            ($513,400) and the value of the stock ($189,300).                                           
            3.    Economic Reality of the Covenant Not to Compete                                       
                  A value of $324,100 for the covenant is entirely supported                            
            by the record in this case.  Courts apply numerous factors in                               
            evaluating a covenant not to compete.  These include:  (a) The                              
            seller's (i.e., covenantor's) ability to compete; (b) the                                   
            seller's intent to compete; (c) the seller's economic resources;                            
            (d) the potential damage to the buyer posed by the seller's                                 
            competition; (e) the seller's business expertise in the industry;                           
            (f) the seller's contacts and relationships with customers,                                 
            suppliers, and other business contacts; (g) the buyer's interest                            
            in eliminating competition; (h) the duration and geographic scope                           
            of the covenant; and (i) the seller's intent to reside in the                               
            same geographic area.  Kalamazoo Oil Co. v. Commissioner, 693                               
            F.2d 618 (6th Cir. 1982), affg. T.C. Memo. 1981-344; Forward                                
            Communications Corp. v. United States, 221 Ct. Cl. 582, 608 F.2d                            
            485, 492 (1979); Sonnleitner v. Commissioner, 598 F.2d 464, 468                             
            (5th Cir. 1979), affg. T.C. Memo. 1976-249; Fulton Container Co.                            
Page:  Previous   5   6   7   8   9   10   11   12   13   14   15   16   17   18   19   20   21   22   23   24   NextLast modified: May 25, 2011