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question is whether the payments allocated to the covenant not to
compete are, in fact, payments for something else. Id.
Using the reasoning set down in the above-cited cases and
similar cases, and based on the facts as surmised from the
records of the instant cases, we conclude that the position
maintained by respondent had a reasonable basis in both fact and
law throughout both proceedings. The facts as understood by
respondent, especially when viewed collectively, form the
foundation of her position. The stock redemption and the
covenants not to compete were executed simultaneously. Michael
informed respondent's agent that significant negotiation did not
precede the allocation and that both he and Brigitte simply
accepted the offer as presented by Brinson. Michael further
informed respondent's agent that the underlying factor motivating
Brigitte's and his decision to accept the offer as presented,
without consideration on their behalf, was the desire to quickly
sever all ties with Brinson.
Additionally, respondent construed the available facts
pertaining to Brigitte's age and death as suggesting that the
covenant not to compete was erroneously valued. The original
covenant not to compete had a 15-year life and was executed when
Brigitte was 62 years of age. Respondent's concern was whether
and to what extent Brigitte could pose a competitive threat to
Brinson for a 15-year period ending when Brigitte would be 77
years old. Moreover, in light of Brigitte’s having died from
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