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and convinces us to uphold petitioner’s position, is that
petitioner has introduced substantial corroborating evidence
beyond the testimony of Forest and Wagner, the parties to the
agreement who lack adversity with respect to the interpretation
urged in their testimony. First, the Noncompete Agreement
itself, executed 12 days after the Purchase Agreement, is
properly in evidence and supports petitioner’s contentions.
Second, it is undisputed that only months before the buyout of
Wagner, a third party, Castex, had sought to purchase petitioner;
documentary evidence of that proposed transaction establishes
that Castex had sought covenants not to compete from both Forest
and Wagner of 5 years’ duration in connection with the purchase.
Thus, Forest and Wagner would have been freshly reminded of the
significance of a noncompete covenant, given the nature of
petitioner’s business. Most significantly, petitioner’s banker,
Fraser, testified that it was the Bank’s customary practice to
require covenants not to compete when providing financing for
transactions of this type, and that he had indicated to Forest
that the Bank would require a covenant not to compete from Wagner
as a condition for providing financing to petitioner.
Faced with this third-party corroboration of Forest’s and
Wagner’s testimony, respondent contends that Fraser provided
false testimony in claiming that the Bank required a noncompete
covenant as a precondition to financing the buyout. Respondent
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