John T. Jorgl and Sharon Illi - Page 20




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          instruments executed by the trust would be to introduce a level             
          of artificiality warranted neither by the terms of the documents            
          nor by the attendant circumstances.  Although petitioners urge              
          such a narrow perspective, a reading of all documents together as           
          evidencing a single, composite transaction appears to be more               
          consistent with the parties’ mind-sets at the time of the sale.             
               The purchase agreement makes reference to covenants from               
          “seller” and, through conscious addition by the buyers’ agent,              
          “officers”.  The agreement further states that $650,000 is the              
          purchase price for the stock and “any covenant not to compete”              
          (emphasis added); it does not preclude apportionment to covenants           
          other than those stated therein.  Moreover, the separate covenant           
          executed by petitioners then explicitly sets forth that it is an            
          agreement “regarding the sale of Little Rascals Child Care                  
          Centers signed on the 30th of July, 1993.”  It thus seems                   
          reasonable to construe the separate document as carrying out the            
          “and officers” annotation in the purchase agreement.                        
               In addition, the letter written by petitioners to the Shahs            
          only 2 weeks after the sale reveals that they did not view the              
          components of the transaction with the degree of isolation for              
          which they now contend.  The letter reads:  “As of August 13,               
          1993, Sharon has completed the training with Priti in accordance            
          with the requirements of our Purchase Agreement dated May 24,               
          1993, Section 15.”  The use of “our Purchase Agreement”, combined           






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