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period of financial hardship that caused its two stockholders,
Mr. Enyart and Ms. Griffiths, to undergo a “friendly disagree-
ment” over how to extricate B&L from its financial difficulties.
Mr. Enyart and Ms. Griffiths ultimately agreed around June 1992
that Mr. Enyart was to leave B&L. In order to implement that
agreement, Mr. Enyart and B&L entered into a “SALE AND PURCHASE
AGREEMENT” (agreement) dated August 17, 1992. Under that agree-
ment, inter alia, Mr. Enyart agreed to sell, and B&L agreed to
buy, all of his B&L common stock for $50,000 payable at the time
of B&L’s purchase (i.e., redemption) of that stock. That sale
and purchase of Mr. Enyart’s B&L common stock was effected in
1992.
Because Ms. Griffiths also wanted Mr. Enyart to enter into a
covenant not to compete with B&L, but B&L lacked the funds to pay
him cash for such a covenant, the agreement provided in pertinent
part:
[1](b). ENYART agrees and covenants that he will
not directly or indirectly or as an officer or owner of
any entity compete with B&L in the bidding for or
contracting for work upon any project where the price
for work to be performed by either party is Five Hun-
dred Thousand Dollars ($500,000.00) or more for a
period of one (1) year from the date of closing, which
is effective upon closing, at a price of Three Hundred
Thousand Dollars ($300,000.00) in equipment, as further
set forth below; and
* * * * * * *
2(a). Equipment of the value set forth in 1(b).,
above, shall be transferred by B&L to ENYART at clos-
ing. Such equipment shall be selected by ENYART from
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