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bases his contention on the fact that neither the Loan Agreement,
which contained a formal integration clause, nor the Loan
Worksheet makes any reference to a covenant not to compete.
Respondent’s reliance on the Loan Agreement is unconvincing.
While it is true that the Loan Agreement formally purports to
constitute the entire agreement between the bank and petitioner,
and makes no reference to petitioner’s obtaining a noncompete
covenant, the Loan Agreement also does not mention the $300,000
participation in the loan that was to be purchased by Wagner as a
condition to the financing of the buyout. We believe Wagner’s
$300,000 participating interest was equally, if not more,
significant to the Bank’s protection as the noncompete covenant,
and yet neither is mentioned in the Loan Agreement. Thus we are
not persuaded that any negative inference regarding the
truthfulness of Fraser’s testimony concerning the Bank’s
requirement of a noncompete covenant can be drawn from the Loan
Agreement’s failure to mention it.
Respondent is on firmer ground concerning the Loan
Worksheet, which does mention Wagner’s $300,000 participation in
the loan but not any noncompete agreement. However, we believe
that the Loan Worksheet’s failure to mention a noncompete
agreement is a slender reed on which to base a claim that Fraser
perjured himself in these proceedings. We find it credible that,
because obtaining a noncompete agreement was, as Fraser
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