Sharewell, Inc. - Page 15




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          or contemporaneously with the Purchase Agreement, but subsequent            
          to it.  Cf. Smith v. Bidwell, 619 S.W.2d 445 (Tex. Civ. App.                
          1981) (conflicting agreement reached 1 day after entering                   
          original written contract is a subsequent agreement for purposes            
          of parol evidence rule).  Therefore, the Noncompete Agreement               
          would be admissible in an action between petitioner and Wagner to           
          alter the construction of the Purchase Agreement, and thus the              
          Danielson rule does not operate to preclude our consideration of            
          it in determining what was agreed to by petitioner and Wagner.              
               Respondent also argues, for the first time on reply brief,             
          that the parol evidence rule applies to the discussions between             
          Forest and Wagner prior to signing the Purchase Agreement and to            
          any other evidence extrinsic thereto.  We disagree.  When the               
          Noncompete Agreement and Purchase Agreement are compared, an                
          ambiguity in the agreement between petitioner and Wagner emerges.           
          Each writing purports to designate petitioner’s $300,000 in                 
          accounts receivable from SDI as consideration for a different               
          item–-for Wagner’s stock in the Purchase Agreement and for                  
          Wagner’s covenant not to compete in the Noncompete Agreement.               
          The Danielson rule does not preclude consideration of extrinsic             
          evidence where written agreements are ambiguous.  See Patterson             
          v. Commissioner, 810 F.2d 562, 572 (6th Cir. 1987), affg. T.C.              
          Memo. 1985-53; Smith v. Commissioner, 82 T.C. 705, 713-714 & n.9            
          (1984).                                                                     





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