The Brinson Company-Midwest, Inc., et al - Page 12

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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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