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amount of the life insurance proceeds. Philip Borowsky testified
that the parties intended that the $5 million payment to
decedent’s estate was both to redeem decedent’s CSB stock and to
compensate decedent for his work in process. His testimony was
consistent with the plain language of the 1988 amendment.
Petitioner contends that CSB and decedent agreed that $5
million was an estimate of the value of decedent’s name and
reputation, i.e., goodwill, to CSB. We agree that decedent’s
name and reputation were very valuable to CSB. However, CSB did
not pay the $5 million for goodwill; CSB paid it for decedent’s
stock and any claim to any cases and work in process that might
otherwise be made on behalf of decedent.
Petitioner argues that the 1973 agreement and the 1988
amendment, which provide that decedent agrees to sell his
interest (in the singular) in CSB, show that the parties meant
that the insurance proceeds were paid solely to redeem decedent's
CSB stock. We disagree. The 1973 agreement and the 1988
amendment show that CSB and decedent intended that the payment
was both for decedent's stock interest and his interest in fees
earned on work in process.
We conclude that CSB's payment of the life insurance
proceeds to decedent's estate was for both decedent's CSB stock
and his claim based on CSB’s cases or work in process.
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