- 23 -
the plain wording of the Buy-Sell Agreement leaves no question as to
the unilateral authority that decedent possessed. Decedent
singlehandedly could have altered the price-per-share clause, as
well as any other terms of the agreement.
Ronald testified that the parties to the original agreement
never intended that decedent should have the unilateral right to
amend and that, in 1981 (6 years later), Ronald discovered this
"error" in the agreement. We cannot accept this explanation. The
evidence indicates that decedent was a man who liked to control his
affairs. In 1975, he was 62 years old and in good health. The
language of the agreement is clear. It was signed in 1975 by
decedent, Ronald, and Kenneth Hughes. Mr. Hughes prepared the
agreement and was also the trustee of the CWB Trust. We have no
doubt that decedent, Ronald, and the attorneys at Santen, Santen &
Hughes recognized that the agreement gave decedent the authority to
amend the agreement. Under these circumstances, we need not, and do
not, accept Ronald's self-serving and uncorroborated testimony that
the 1981 change was simply a correction of a scrivener's error in
the 1975 Buy-Sell Agreement. See Tokarski v. Commissioner, 87 T.C.
74, 77 (1986).
Petitioners assert that the agreement is valid for estate tax
purposes even if decedent had the power to change its terms.
Petitioners contend that our decision in Estate of Bischoff v.
Commissioner, 69 T.C. 32 (1977), supports their position. In Estate
of Bischoff v. Commissioner, supra at 42, we found that a
Page: Previous 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 NextLast modified: May 25, 2011