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2. Operation
Cost Less buys and sells new and used auto parts in Tucson.
It has one place of business.
Jasiak and petitioner ran Cost Less. Jasiak was the general
manager. He ordered and sold parts and supervised employees. He
knew the business very well.
The auto parts business in Tucson was highly competitive
during the years in issue. Cost Less had about 30 competitors
within a 5-mile radius during the years in issue, including auto
parts stores, new car dealerships, salvage yards, discount
stores, drug stores, and grocery stores.
Jasiak started another auto parts store in 1975 or 1976,
operated it about 1-1/2 years, and then closed it.
3. Sale of Jasiak's Cost Less Stock
In 1986, Jasiak decided that he wanted to retire and sell
his stock to Cost Less. Jasiak intended to leave Tucson and not
to compete with Cost Less. Jasiak orally promised petitioner
that he would not compete with Cost Less. Jasiak and petitioner
never discussed whether Cost Less would make any payment to
Jasiak in exchange for Jasiak's promise not to compete.
Petitioner offered to have Cost Less pay Jasiak book value
for his stock.3 Jasiak wanted more than book value. They
3 The record does not show how much petitioner initially
offered Jasiak for his stock.
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Last modified: May 25, 2011