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intangible assets in the amount of $1,101,959.82.14 The
intangible assets acquired included (1) all of SSI's right,
title, and interest in its pest control, lawn care, termite
treatment, renewal bond accounts, and contract rights, as well as
(2) the sole and exclusive right to use the names "Art Brown Pest
Control", "Reese Pest Control", and/or "Spencer Pest Control",
including any trademarks, service marks, and patents owned by SSI
in the State of Florida.
The Florida Purchase Agreement stated that the "Purchasers
have declared their intention to form Spencer Pest Control Co. of
Florida, Inc., * * * as the Assignee of and Successor in Interest
to the Purchasers' obligations hereunder." The Florida Purchase
Agreement also contained the following clause:
Purchasers agree to incorporate in the State of Florida
as Spencer Pest Control Co. of Florida, Inc., with
capital shares to be allocated in the following
percentages:
Patricia M. Spencer 50%
Joseph T. Schroeder 25%
Sheryl S. Schroeder 20%
Lewis E. Smith, Jr. 5%
The above-referenced percentages shall represent the
Purchasers' individual interest and responsibilities in
this Agreement until such time as Spencer Pest Control
Co. of Florida, Inc., is incorporated, at which time
all individual obligations of Purchasers to Sellers
under this Agreement shall be accepted by Spencer of
Florida. Sellers acknowledge and agree to the
14 As stated previously, respondent does not contest the value
of the intangible contract rights in issue in the instant case.
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