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to a maximum of 5 days a month, not to exceed 15 days a calendar
quarter. Mr. Wright's right to receive $225,000 per year for the
consulting portion of the agreement was absolute and
unconditional. The buyers could terminate the agreement after 1
year, but the right to terminate was conditioned upon the buyers'
full payment of the entire $675,000 to Mr. Wright.
Petitioner contends that the consulting portion of the final
agreement was necessary, because it needed Mr. Wright's
assistance in dealing with Toyota. In fact, following the
purchase of the assets of the Totem Lake dealerships, Mr. Wright
did provide consulting services to petitioner. Mr. Zellner, who
was the general manager of petitioner after the asset
acquisition, talked with Mr. Wright a total of 12 times regarding
problems petitioner was having with Toyota, although each
conversation lasted less than 20 minutes. In addition to his
assistance with Toyota, Mr. Wright also consulted with petitioner
regarding financial institutions in the Seattle, Washington,
area, but the evidence regarding these consultations is sparse.
As discussed above, the purchase agreement had allocated
$200,000 of the buyers' purchase price to goodwill and going
concern value. Furthermore, the noncompetition agreement
provided that $1,150,000 would be paid to Mr. Wright at closing
for his covenant not to compete with the buyers for a period of 3
years. Thus, sometime between March 7, 1988, when Mr. Carpenter
sent a letter to Mr. Hyde discussing the purchase agreement, and
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