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corporation independent of the abilities, skills, and reputation
of the individual accountants. "Ability, skill, experience,
acquaintanceship, or other personal characteristics or
qualifications do not constitute goodwill as an item of property,
nor do they exist in such form that they could be the subject of
transfer." Providence Mill Supply Co. v. Commissioner, 2 B.T.A.
791, 793 (1925). In O'Rear v. Commissioner, 28 B.T.A. 698, 700
(1933), affd. 80 F.2d 473 (6th Cir. 1935), we stated that "it is
at least doubtful whether a professional man can sell or dispose
of any goodwill which may attach to his practice except perhaps
by contracting to refrain from practicing." (Emphasis added.)
Because there was no enforceable contract which restricted the
practice of any of the accountants at the time of the
distribution, their personal goodwill did not attach to the
corporation. Any goodwill transferred to the partnership was
that of the individual accountants, not the corporation. Under
these circumstances, we conclude that the value of any "customer-
based intangibles" that the corporation may have had was nominal.
We hold that petitioners have met their burden of establishing
that value is not allocable to the customer-based intangibles as
determined by respondent.
Tangible Asset Value
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