John C. Archer and Nancy M. Archer - Page 3




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          Texas counties, school districts, cities, and water districts               
          relating to collection of delinquent taxes.                                 
               PAYS was an S corporation.  Petitioner held 100 shares in              
          PAYS, which was a 10-percent ownership interest.  Petitioner’s              
          adjusted basis in his 100 shares was $92,039.                               
               In 1994, petitioner became dissatisfied with PAYS’                     
          management and decided to open his own law office and represent             
          certain PAYS clients.  The officers of PAYS learned about                   
          petitioner’s plan, discharged him from the firm, and threatened             
          to sue him for tortious interference with PAYS’ contracts with              
          its clients.                                                                
          C.   The Settlement Agreement                                               
               On December 23, 1994, petitioner and PAYS negotiated and               
          settled their dispute.  Their agreement had five pages.                     
          Petitioner and the remaining PAYS members initialed each page,              
          and signed the agreement on page 5.  The first two pages of the             
          agreement (part 1) were entitled “AGREEMENT TO PURCHASE/SELL                
          SHARES”.  The heading “ASSIGNMENT AND NON-COMPETITION” appears at           
          the top center of the third, fourth, and fifth pages of the                 
          agreement (part 2).  Centered beneath that title is “PAGE TWO” on           
          the fourth page and “PAGE THREE” on the fifth page.  In part 2,             
          petitioner and PAYS resolved the threatened lawsuit related to              
          petitioner’s plan to take the Liberty County account with him.              








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