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In the present case, although Cyril and Joseph were father
and son, the circumstances surrounding the 1951 Agreement
indicate that the parties had divergent interests. Cyril and
Joseph were concerned with the future of the family business.
Cyril wanted to gain control of JM following Joseph's death.
Cyril feared that if he had to share control with his children,
he might be fired by them. In exchange for obtaining lifetime
control, Cyril agreed to will his own stock in trust for the
benefit of his children. Under the terms of the 1951 Agreement,
Cyril not only relinquished his freedom to transfer his stock to
whomever he wished but also tied up the proceeds of the stock in
the event he sold it. Joseph, on the other hand, wanted to
ensure that Cyril's stock would not end up in the hands of one of
the women Cyril was dating. In exchange for Cyril's promise not
to give his stock to anyone but his children, Joseph promised not
to revoke the provision in his will bequeathing his stock to
Cyril as sole trustee with voting rights (and thus control) for
Cyril's life. Because a will is an ambulatory instrument that
has no effect until the death of the testator, without the 1951
Agreement, Joseph could have revoked or revised his will any time
prior to his death. Dodd v. United States, 345 F.2d 715, 719 (3d
Cir. 1965); Wasserman v. Commissioner, 24 T.C. 1141, 1144 (1955).
Cyril and Joseph put their promises in writing, and the
Agreement represented a give-and-take on each side. Both
parties, in fact, performed as promised under the Agreement.
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