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Revised Agreement were designed to serve such a testamentary
purpose.
First, the purchase price set forth in the agreements was fixed
at $11,333.30 per share. It was not subject to any periodic
reevaluation in order to account for an increase in CamVic's value.
We find it unrealistic to assume that decedent, as the majority
shareholder, would have negotiated a fixed price for the agreements
if he had been bargaining with unrelated parties.21
Petitioners argue that the Buy-Sell Agreement was not a
testamentary device because real estate values fluctuate and
decedent had personally experienced these fluctuations in his own
business. We fail to see how concern about the fluctuation in the
value of real estate or CamVic's shares could have been a
nontestamentary purpose for decedent to have agreed to a fixed price
per share. The Buy-Sell Agreement granted a purchase option; it did
21We note that decedent was a general partner in the Oak
Hills Investment Co. The partnership agreement, dated May 25,
1983, contained a similar restrictive transfer provision, which
generally required the partners--if they desired to sell their
interests in the partnership--to offer their interests to the
partnership and then to the other partners pro rata. However,
unlike the provision in CamVic's Buy-Sell Agreement, the
partnership agreement's provision provided:
the purchase price for said sale shall be the
transferring Partner's pro-rata share of the appraised
value of the net assets of the Partnership which shall
be equal to that percentage of ownership of the
withdrawing Partner times the fair market value of the
assets owned by the Partnership at the time notice is
given minus all debts and liabilities of the
Partnership. * * *
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