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TABLE OF CONTENTS
Findings of Fact Page
A. Paul Brown ........................ 3
B. Origins of the National Football League ......... 4
C. Cincinnati Professional Football Franchise ........ 6
D. Developments Affecting the NFL and the Bengals in 1982 . 14
E. 1983 Agreements Between Paul Brown and Sawyer ..... 19
F. NFL Constitution and Bylaws Relating to a Sale of an
Interest in an NFL Team ................ 26
G. Brown Family Limited Partnership.............. 27
H. Paul Brown's Will ................... 32
I. NFL Approval of the Transfer of Bengals Stock From
Sawyer to Brown Family Members ............. 32
J. 1993 Escrow Agreement ................. 33
K. Valuation Issues .................... 33
Opinion
A. The Positions of The Parties .............. 34
B. Section 2036 -- Background ............... 35
C. Whether Paul Brown Received Adequate and Full
Consideration for the Shares of Bengals Stock ..... 37
D. Whether Decedent Made an Inter Vivos Transfer of
Sawyer's 212 Shares of Bengals Stock ......... 38
E. Whether Paul Brown Retained an Interest in the 329
Shares of Bengals Stock Which Were Subject to the
1983 Agreement ..................... 40
F. Respondent's Substance Over Form Theory ........ 40
G. Conclusion ...................... 48
FINDINGS OF FACT
A. Paul Brown
Paul Brown was born on September 7, 1908, and died on August
5, 1991. He lived in Ohio when he died. His sons Peter and Mike
Brown are the coexecutors of his estate and lived in Ohio when
the petition in this case was filed.
Paul Brown was a native of Massillon, Ohio. He played high
school football there and at Miami University of Ohio. Brown
coached football at Massillon High School from 1932 to 1941. The
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