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the date the addendum and associated final agreement were
executed, the parties changed their purchase price allocations.
Mr. Blewett testified that he did not know how these changes came
about, stating that he "was not involved in that, at all."
Similarly, both Mr. Zellner and Mr. Hyde testified that they did
not know how the decision was made to make these changes. When
asked if he remembered how the changes came about, Mr. Turner
testified: "Well, I remember that we didn't understand why there
would be any good will. I mean, there was just the opposite."
More directly, in regard to the allocation, Mr. Turner testified
that "there was no good will."
Petitioner was incorporated on or about March 10, 1988, in
the State of Washington. The buyers assigned to petitioner and
to Heritage Suzuki, Inc., another Washington corporation owned by
them, their interests in the purchase agreement. In connection
with the purchase of the assets of the Totem Lake dealerships,
petitioner obtained new dealership franchises from Ford Motor
Co., Toyota Motor Sales, U.S.A., Inc., and Suzuki Co. of America,
and it operated the related dealerships under the names of
Heritage Auto Center (Ford-Toyota) and Heritage Suzuki.
Following the purchase of the assets of the Totem Lake
dealerships, petitioner and Heritage Suzuki, Inc., advertised the
fact of new ownership to the public. Disgruntled customers who
were picketing the Totem Lake dealerships stopped picketing the
day that petitioner and Heritage Suzuki, Inc., took over.
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