John H. Miner and Holly K. Miner - Page 14




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          159.  But we cannot do that here because Jasiak and petitioner              
          intended there to be no payment for Jasiak's promise not to                 
          compete.                                                                    
               Petitioner did not offer any evidence to show the fair                 
          market value of the stock.  Instead, petitioner contends that               
          $10,000 is the book value of Jasiak's Cost Less stock.  We                  
          disagree that it is appropriate to use $10,000 as the fair market           
          value of Jasiak's Cost Less stock.  First, Jasiak rejected                  
          petitioner's offer to sell the stock for book value, which                  
          suggests its fair market value was higher.  Second, petitioners             
          offered no convincing evidence that the book value of Cost Less             
          stock was $10,000.  Bailey testified that the book value and par            
          value of Cost Less were both "about" $1 per share, for a total of           
          $10,000.  Petitioners offered no records or other corroboration             
          for this point.  Bailey's explanation how he computed book value            
          was unconvincing.  He testified that par value4 was $1 per share,           
          and that this was also its book value.5  We are not convinced               
          from Bailey's testimony that the book value of a share of Cost              




               4 Par value is an arbitrary value assigned to a share of               
          stock by the corporation's charter.  See Kohler, Kohler's                   
          Dictionary for Accountants 374 (5th ed. 1983); Nickerson,                   
          Accounting Handbook for Nonaccountants 176 (1975).                          
               5 The book value of a share of common stock is equal to                
          assets of the corporation less liabilities divided by the number            
          of outstanding shares.  See Kohler, supra at 71.                            





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