- 7 -
Wright. They held a meeting. At that meeting, and pursuant to a
plan between Mr. Richardson and Mr. Blewett, Mr. Blewett stated
to Mr. Wright that he would not participate in any deal in which
the amount paid over the fair market value of the tangible assets
was more than $1,250,000. After Mr. Wright refused that offer,
Mr. Blewett left the meeting. Mr. Richardson and Mr. Wright
continued negotiating. About 30 minutes after Mr. Blewett left
the meeting, Mr. Richardson emerged from the meeting stating that
he had made a deal with Mr. Wright for $1,350,000 over the amount
to be paid for tangible assets of the Totem Lake dealerships.
After reaching the aforementioned agreement, Mr. Wright and
his counsel, Jerome Carpenter (Mr. Carpenter), met with the
buyers, and their counsel, Mr. Hyde, to discuss the details of
the agreement. At this meeting, the details of the agreement
between Mr. Richardson and Mr. Wright were made known to the
others, and the attorneys were instructed to draft the
appropriate agreements for signature. Mr. Carpenter's notes from
the meeting contain the entry "$1,350,000 Blue or Covenant Not to
Compete". The parties have stipulated that Mr. Carpenter was
using the term "Blue" as a short hand expression for "goodwill".
Mr. Hyde's notes contain the notation "$1,350 K blue sky covenant
and goodwill".
On March 4, 1988, the buyers entered into an agreement to
purchase the enumerated assets of the two Washington corporations
owned by Mr. Wright. The agreement was titled "Purchase
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