- 14 -
purchase contract.7
We acknowledge that the purchase contract contains certain
facially inconsistent provisions in that section 1 thereof pro-
vided that CPC agreed to sell the items described in exhibit A
attached to the contract, whereas exhibit A identified as one of
the items that CPC was purportedly agreeing to sell the "Covenant
Not to Compete executed by Dr. Donald L. Chiappetti". However,
any such inconsistency is readily resolved by turning to the
provision in the purchase contract that is the operative provi-
sion with respect to the covenant not to compete, viz., section 7
of the purchase contract. In that section, petitioner, and not
CPC, agreed to refrain from practicing dentistry and from solic-
iting patients as provided therein, and, at the insistence of the
buyer, petitioner executed the covenant not to compete in his
individual capacity. There is nothing ambiguous or equivocal in
the covenant not to compete contained in section 7 of the pur-
chase contract. It is unambiguous and unequivocal in obligating
7 Petitioner argues that, at the very least, the majority of the
$76,000 allocated in the purchase contract to the covenant not to
compete should be attributed to CPC's promise to refrain from
practicing dentistry and from soliciting patients as provided in
that covenant, rather than to petitioner's promise to refrain
from doing so. We are unwilling to attribute any amount of the
$76,000 to CPC's alleged promise to refrain from doing those
things because we find on the instant record that petitioners
failed to prove that CPC promised to refrain from so doing or
that any portion of the $76,000 allocated in the purchase con-
tract to the covenant not to compete executed by petitioner in
his individual capacity was attributable to a promise by CPC to
refrain from doing so.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Next
Last modified: May 25, 2011