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fees earned on cases decedent brought to CSB, and ensured that
decedent’s widow would receive money promptly after decedent
died.
The 1973 agreement stated that a deceased shareholder's
estate would be repaid the amount the shareholder paid for CSB
stock, and would be paid any earned but unpaid dividends, 25
percent of the net fees CSB received on cases or from business
clients the shareholder brought to CSB, and certain other
amounts. The 1988 amendment stated that the insurance payment
was both for decedent's stock and for claims for fees earned on
cases decedent brought to CSB.
Petitioner argues that the 1988 amendment was a buy-sell
agreement that fixed the redemption price of decedent’s CSB stock
at $5 million. Petitioner also argues that the parties used the
value of CSB’s work in process only to measure the payment for
decedent’s interest in CSB, and that doing so does not convert
any of that payment to compensation.
We disagree. Petitioner's argument overlooks the plain
language of the 1988 amendment. The 1988 amendment plainly
requires CSB to use the insurance proceeds to buy “all of * * *
[decedent’s] stock in the Corporation together with any claim to
any cases or work in process that may otherwise be made on behalf
of * * * [decedent]." The 1988 amendment also fixed the value of
“said stock and claim in said cases and work in process” as the
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