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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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