Howard Pontiac-GMC, Inc. - Page 15

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          Conclusions as to Value                                                     
               It is undisputed that petitioner acquired a covenant not to            
          compete from Mr. Markley that had economic reality.  As to                  
          whether petitioner acquired something else of value, Mr. Markley            
          testified as follows at trial:                                              
               Q.   And would you have given up this business for                     
               A.   No.  Would I have given up the business?                          
               Q.   Would you have given up the business, if someone                  
               had said, I would like to just take it over, but I am                  
               sorry, I can't pay you anything for it.  Would that                    
               have been attractive to you?                                           
               A.   No.                                                               
               Q.   What would it have taken for you to agree to that                 
               A.   To sell the business?                                             
               Q.   To turn it over--to sell the business.                            
               A.   Well, it took $500,000 is what it took.                           
               Apart from the $500,000, Mr. Markley received payment from             
          petitioner based on the cost of the new vehicles, the fair market           
          value of the used cars, and the return value for the spare parts.           
          Essentially, payment to Mr. Markley for terminating a profitable            
          business (Markley testified that he personally made a minimum of            
          $120,000 a year) was included in the $500,000, of which $490,000            
          was allocated to the noncompetition covenant.  We find that a               
          part of the $490,000 was to compensate Mr. Markley for                      
          terminating his franchise with Chrysler.                                    

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