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executed the purchase contract on behalf of CPC as its president,
at the insistence of the buyer Donald C. Chiappetti, petitioner
Donald L. Chiappetti executed the covenant not to compete in his
individual capacity.
Other provisions in the purchase contract also undermine
petitioners' principal position herein. Thus, the purchase
contract provided in section 17 that if the option to repurchase
the items described in section 1 thereof were exercised, "Donald
L. Chiappetti shall no longer be subject to the Covenant Not to
Compete".5 Neither the covenant not to compete nor any other
provision in the purchase contract provided that CPC would be re-
leased from the covenant not to compete in the event that CPC
were to exercise the option to repurchase.
It is also significant that exhibit A attached to the
purchase contract that allocated the $125,000 purchase price that
Donald C. Chiappetti was to pay for the items he was acquiring
5 We acknowledge that the following phrase contained in the
option to repurchase may at first blush appear to be confusing:
"Seller, not being entirely sure that he wants to retire from the
practice of dentistry, shall have the option of repurchasing the
assets described in Section 1". We have found that the phrase
"not being entirely sure that he wants to retire" (emphasis
added) is a reference to petitioner in his individual capacity.
However, the option to repurchase provides that the seller, i.e.,
CPC (not petitioner), was entitled to repurchase the assets sold
pursuant to that contract, including the covenant not to compete.
In any event, what is significant to us in resolving the issue
herein is that the option to repurchase specifically and unambig-
uously releases petitioner, and not CPC, from the covenant not to
compete in the event that that option were exercised.
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