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a judgeship in early November 1990 and did not render advice or
assistance in the transaction.) The Purchase Agreement, executed
on December 20, 1990, between Forest (on behalf of Sharewell) as
buyer and Wagner as seller, provided that Wagner would tender his
4,000 shares, constituting 50 percent of the outstanding shares
of Sharewell, and that Sharewell would pay to Wagner "As
consideration for the tendering of the [4,000] shares" the
$1 million in cash; $300,000 in receivables from SDI; and the
life insurance policy noted above. The Purchase Agreement made
no mention of a covenant not to compete.
One day later, on December 21, a Certificate of
Participation evidencing Wagner’s $300,000 participating interest
in the Bank’s loan to Sharewell was executed by Wagner and the
Bank (Certificate of Participation).
Twelve days subsequent to the execution of the Purchase
Agreement, on January 1, 1991, after Forest had had the
opportunity to examine other noncompete agreements to ascertain
their terms and the Christmas holiday had intervened, Forest (on
behalf of Sharewell) and Wagner executed a letter agreement
denominated a "Non-Compete Agreement" (Noncompete Agreement)
drafted by Forest. In the Noncompete Agreement, Wagner agreed:
not to engage or participate, directly or indirectly, in any
business located on any continent or in any country of the
world that is in competition with Sharewell. The term of
this Agreement shall be for a period of three years
beginning January 1, 1991 and ending January 1, 1994.
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