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purpose of the 1981 Revised Agreement was to set the estate tax
value.
On brief, petitioners argue that these notes provide no insight
into decedent's intent, as the attorney who made the notes never met
with decedent personally. We disagree. Petitioners have stipulated
that the attorney's notes relate to the 1981 revision of the Buy-
Sell Agreement. Mr. Hughes and his law firm, Santen, Santen &
Hughes, were decedent's longtime attorneys, and they represented all
parties to the original Buy-Sell Agreement in 1975, as well as the
Revised Agreement in 1981. The Santen, Santen & Hughes attorneys
served as decedent's advisers in this matter, and the notes made by
an attorney with the firm at that time were business records of the
firm.24 As a result, we find that the notes are relevant in
establishing the purpose behind the execution of the Revised
Agreement.25
24As a result of a pretrial discovery request by respondent,
the notes were retrieved from storage by the law firm and given
to petitioners. Petitioners then objected to disclosure to
respondent on the basis of attorney-client privilege. In a
pretrial order, we found that petitioners had waived any
attorney-client privilege and ordered petitioners to produce the
notes. See Bernardo v. Commissioner, 104 T.C. 677 (1995).
25Petitioners argue that there is nothing to indicate that
the attorney's notes are relevant to decedent's intent. We find
that the notes revealing the objectives of the attorneys for
decedent are probative of decedent's intent. The attorneys were
acting on behalf of decedent and trying to achieve his
objectives. It is unrealistic to think that the concerns
revealed in these notes were not shared with and concurred in by
decedent.
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