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accountants had no contractual obligation to continue their
connection with it. There is no persuasive evidence that the
name and location of the corporation had any value other than for
their connection with the accountants themselves.
The situation in the instant case is similar to that in
MacDonald v. Commissioner, supra. In MacDonald, the taxpayer and
his wife were the sole shareholders in an incorporated insurance
agency. They subsequently liquidated the corporation,
distributing all assets to the husband, who proceeded to set up
an insurance agency under a name similar to the name of the
liquidated corporation and solicited the clients of the
corporation.
The issue presented to us in that case was whether there was
any valuable goodwill passing from the corporation to the
taxpayers upon liquidation of the corporation. The corporation
had no exclusive right to the business of any policyholder, and
without a covenant not to compete from the taxpayer, the business
of the corporation had no market value. In holding that there
was no goodwill passing to the taxpayers because the goodwill was
solely attributable to the personal abilities of the taxpayers,
we stated:
The facts in the instant cases established that
any value which this business may have had on July 31,
1941, in addition to its tangible assets, was due to
the personal ability, business acquaintanceship, and
other individualistic qualities of D. K. MacDonald. As
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