William R. and Muriel G. Jackson - Page 19

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                  PARR, J., concurring:  I concur in the result reached by the                        
           majority.  I would conclude that the termination payments                                  
           received by petitioner are not subject to self-employment tax,                             
           because in my judgment the payments are in the nature of a buyout                          
           of petitioner's business by State Farm.  Thus, they should be                              
           treated as a sale of a capital asset and are excluded from the                             
           definition of self-employment income under section 1402(a)(3)(A).                          
           The payments are in reality either for the goodwill of                                     
           petitioner's former insurance business (his books of customer                              
           accounts) or for a covenant not to compete.                                                
                  If the termination payments are for goodwill, then they are                         
           attributable to the sale of a capital asset.  Goodwill has been                            
           characterized as the expectation that old customers will resort                            
           to the old place of business.  Goodwill is acquired by the                                 
           purchaser of a going concern where the transfer enables the                                
           purchaser to step into the shoes of the seller.  See Decker v.                             
           Commissioner, 864 F.2d 51, 54 (7th Cir. 1988), affg. T.C. Memo.                            
           1987-388; Winn-Dixie Montgomery, Inc. v. United States, 444 F.2d                           
           677, 681 (5th Cir. 1971).  Here the terms of the Agreement                                 
           between petitioner and State Farm allowed petitioner's successor                           
           agent to step into his shoes.  The successor agent continued the                           
           same business and sold insurance to the same customers.                                    
           Petitioner's goodwill, built up over a 33-year period, passed to                           
           the successor agent.  State Farm served as the conduit by making                           
           payments to petitioner under the termination arrangement, but                              




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