- 6 -
from the board of directors.6 Furthermore, the agreement provided that TSI
would not exercise its right of first refusal as to the transfer of
petitioner's stock interest to Gilbert. The second transaction was an
agreement entered into between petitioner and Gilbert. The agreement provided
for the transfer of petitioner's 295 shares in TSI to Gilbert; however, the
purchase price was to be determined at a later date. To this end the
agreement provided, in relevant part:
Whereas the value to the stock cannot be fully ascertained at this
time,
It is agreed that:
1. Any proceeds from the sale of the stock by Alton L. Gilbert to a
third party will, upon receipt, be delivered to Robert L. McWilliams,
his heirs, or assigns; * * *
Petitioner's relationship with Gilbert became estranged. In early 1988,
Gilbert took a leave of absence from petitioner's group to sort things out.
On March 8, 1988, Gilbert returned to the group and executed a document
purporting to transfer back to petitioner 29,500 shares (the 295 shares had
split 100 to 1) of TSI stock. The document was signed by Gilbert, it was
notarized, and witnessed. However, this time, TSI elected to exercise its
right of first refusal. Consequently, a stock purchase agreement dated May 2,
1988 (the Agreement), was entered into among petitioner, Gilbert, and Robbins
as president of TSI and on behalf of TSI.7
The Agreement provided that in exchange for the 29,500 shares of TSI
stock, TSI would transfer to petitioner title to the 2.546-acres of real
6
Petitioner objects to this finding of fact. He asserts that
the consideration for transfer of the TSI stock was a janitorial
service contract with TFC. Petitioner directs the Court to Joint
Exhibits 32-AF and 33-AG in support thereof. However, we find no
reference in these exhibits to the stock transfer or to the
consideration involved.
7
Gilbert did not participate in the agreement on behalf of
TSI, because he was considered an interested party. He did
participate in his individual capacity.
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