- 15 -
percent interest in the 3,220 shares of Hondo stock. The court
ordered, on February 14, 1983, that the coexecutors of
Elizabeth's estate were to assign and convey to Birnie her 50-
percent interest in the described real and personal property.
In 1980, shortly after Elizabeth died, Birnie decided to
transfer all of her 1,610 shares of Hondo stock, in approximately
equal portions to her niece and two nephews. In order to
transfer, among other items, the Hondo stock, Birnie entered into
sales agreements with both Patricia Vestal and Gordon Davenport
on July 2, 1980. The sales agreements were dated July 2, 1980,
but were executed by Birnie on September 26, 1980. Pursuant to
the sales agreements, Birnie sold 537 and 536 shares of Hondo
stock to Gordon Davenport and Patricia Vestal, respectively. As
part of the sales agreements, Birnie, as seller, represented and
covenanted that she was the sole owner of and had the right to
sell all the shares of stock referred to in the sales agreements.
In the sales agreements, Birnie, as seller, stated that the
shares of stock referred to in the agreements were not to be
disposed of except pursuant to the terms of the agreements. In
the sales agreements, Birnie promised to deliver good and
marketable title to the shares of stock referred to in the sales
agreements. By the terms of the sales agreements, Birnie
transferred to Patricia Vestal and Gordon Davenport the right to
receive dividends paid after the date of the agreements with
respect to the shares of stock transferred and the right to vote
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