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tract as the covenant not to compete, and all references to the
purchase contract are to all provisions (including the covenant
not to compete) contained in, and exhibits attached to, that
contract.) The covenant not to compete contained in section 7 of
the purchase contract was valid and enforceable.
The purchase contract contained the following language with
respect to an option to repurchase (option to repurchase):
Section 17. Option to Repurchase. Seller, not
being entirely sure that he wants to retire from the
practice of dentistry, shall have the option of repur-
chasing the assets described in Section 1, for an
amount equal to $135,000 minus any liens or encumbran-
ces on said assets and upon the same terms and condi-
tions in this Contract except for the Purchase Price
(i.e. Donald Craig Chiappetti will become the "Seller"
and Chiappetti P.C. will become the "Buyer"). The
purchase price under Seller's Option to Repurchase
shall be payable in equal monthly installments over
five years at 10% interest or may be paid, at Seller's
option, totally in cash upon closing or paid over a
period [sic] less than five years in equal monthly in-
stallments at 10% interest. Seller may repurchase said
assets after giving Buyer 30 days written notice there-
of. In the event of such repurchase, Donald L. Chiap-
petti shall no longer be subject to the Covenant Not to
Compete, and instead Buyer shall be substituted for
Donald L. Chiappetti in the Covenant Not to Compete.
Seller's option to repurchase the assets shall expire
on December 31, 1993, if notice of intention to exer-
cise said option has not been given by this date.
The following phrase contained in the option to repurchase refers
to petitioner in his individual capacity, and not to CPC: "not
being entirely sure that he wants to retire". (Emphasis added.)
The purchase contract provided that Donald C. Chiappetti was
to pay CPC a total purchase price of $125,000. Exhibit A at-
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Last modified: May 25, 2011