Jerome J. and Beatrice A. Mack - Page 6

                                        -  -6                                           
                    NOW, THEREFORE, Sellers and Purchaser agree as                    
               follows:                                                               
                    That the partnership known as Mack, Moosbrugger,                  
               Ohlsen & Dvorak consists of the following enumerated                   
               assets:                                                                
                    1.   Building and Parking Lot located at 219 South                
                         Third Street, Grand Forks, North Dakota;                     
                    2.   Work in progress including contingency fee                   
                         files;                                                       
                    3.   Accounts Receivable;                                         
                    4.   Office Equipment and Furniture;                              
                    5.   The good will, name and reputation of the firm;              
                    6.   Accounts Payable denominated as a Purchase                   
                         Agreement attached hereto as Exhibit A.                      
                    Sellers and Purchaser herein agree that Purchaser                 
               shall pay unto Sellers the sum of $36,000.00 for a                     
               twenty-five (25) percent share in the above-named                      
               partnership, which will result in ownership of the                     
               partnership as follows:                                                
                    John H. Moosbrugger - 25 percent                                  
                    Richard A. Ohlsen - 25 percent                                    
                    Shirley A. Dvorak - 25 percent                                    
                    Ralph Carter - 25 percent.                                        

               After petitioner left the law partnership, the other                   
          partners completed the cases petitioner began but was unable to             
          complete.  Petitioner received payments from the law partnership            
          in the amounts of $36,051.54, $20,320.73, and $24,840, for the              
          taxable years 1987, 1988, and 1989, respectively.                           
               On their 1987 Federal income tax return, petitioners                   
          indicated that $28,870 of the income received from the law                  







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