Freres Lumber Co., Inc. - Page 22

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            She intended to live in the area.  These facts are not enough                                  
            show that her covenant not to compete had economic reality.                                    
                  5.     Bebout's Covenant Not To Compete                                                  
                  In 1988, Bebout was 37 and in good health.  She had worked                               
            in the forest products industry for many years.  She handled some                              
            corporate business when her father was away.  She is in a                                      
            partnership with her father which now runs a construction and                                  
            gravel business.  Her brother entered the forest products                                      
            business without owning a mill.  We believe Bebout could have                                  
            competed with petitioner if she had been so inclined.  Bebout                                  
            owned the same amount of stock of D.C. Walker Enterprises, Inc.,                               
            as D.C. and Mary Walker.  She owned 50 percent of Lyons Veneer                                 
            and had financial resources available to her.  Bebout's covenant                               
            was limited to 5 years and to a 140-mile radius around Lyons,                                  
            Oregon.  We think these limits were reasonably drawn to keep                                   
            Bebout from competing with petitioner.  Bebout intended to remain                              
            in the area.  These facts favor petitioner.                                                    
                  Bebout's technical knowledge of the forest products industry                             
            is not established by the record.  Clausen believed it was                                     
            unlikely that Bebout could compete with petitioner without D.C.                                
            Walker's help.  Bebout made no statements when the family sold                                 
            the Walker assets indicating that she intended to compete.                                     
            Bebout testified that she had good contacts and relationships                                  
            with suppliers and customers, but could not identify any of them.                              

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