- 20 - 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”, combinedPage: Previous 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Next
Last modified: May 25, 2011