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additional element of value which attaches to
property by reason of its existence as an
integral part of a going concern." VGS Corp. v.
Commissioner, 68 T.C. 563, 591 (1977); Conestoga
Transportation Co. v. Commissioner, 17 T.C. 506,
514 (1951). Going-concern value is manifested in
the business' ability to resume business activity
without interruption and to continue generating
sales after an acquisition. Computing & Software
Inc. v. Commissioner, 64 T.C. 223, 235 (1975).
While courts have blurred these distinctions
between goodwill and going-concern value, they
are different conceptually. See United States v.
Cornish, 348 F.2d 175, 184 (9th Cir. 1965);
Computing & Software Inc. v. Commissioner, supra
at 234-235; Winn-Dixie Montgomery, Inc. v. United
States, 444 F.2d 677, 685 (5th Cir. 1971).
See also VGS Corp. v. Commissioner, 68 T.C. 563, 591-592
(1977).
In this case, the effect of petitioner's agreement
with the seller was that petitioner stepped into the
seller's shoes. He not only acquired the seller's clients,
but he also took over the seller's office equipment, his
office, and his employees. While the subject agreement
dealt solely with the seller's clients and did not
expressly concern the seller's office equipment, office,
and employees, the seller made it possible for petitioner
to acquire the seller's ongoing business. The business
continued uninterrupted. Thus, in this transaction, we
believe, there was an element of going-concern value.
UFE, Inc. v. Commissioner, supra; VGS Corp. v. Commis-
sioner, supra. This was particularly important to
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