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other portion of the purchase contract that expressly or implied-
ly supports petitioners' argument that CPC was bound by that
covenant to refrain from practicing dentistry and from soliciting
its patient base as provided therein. The covenant not to com-
pete specifically and unambiguously referred to Donald L. Chiap-
petti, petitioner herein, and obligated him, and not CPC, to
refrain from engaging in the practice of dentistry and from
soliciting patients as provided therein. It also provided that
in the event the buyer Donald C. Chiappetti were to default under
the purchase contract, that covenant "that has been provided by
Donald L. Chiappetti" would no longer be in effect.4 Neither the
covenant not to compete nor any other provision in the purchase
contract provided that CPC would be released from the covenant
not to compete in the event that the buyer Donald C. Chiappetti
were to default under the purchase contract. Although petitioner
4 The terms of the covenant not to compete could not be more
clear when they provided in pertinent part that:
Donald L. Chiappetti (the sole shareholder of Seller)
agrees that he will not, for a period of five (5) years
from the date of closing, engage in the practice of general
dentistry within a ten (10) mile radius of the office
located at 7125 E. Lincoln Drive, Scottsdale, Arizona
85253. Donald L. Chiappetti agrees to honor the spirit of
this covenant and specifically agrees not to solicit pa-
tients treated at said location in the event he practices
elsewhere in the future.
* * * Purchaser further agrees that, in the event of such
default, any Covenant Not to Compete that has been provided by
Donald L. Chiappetti will be of no further force and effect.
[Emphasis added.]
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Last modified: May 25, 2011