William Norwalk, Transferee, et al. - Page 18

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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                     
               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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