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with the fact that section 15 says “TRAINING: Seller shall train
buyer”, indicates that petitioners saw themselves as material
participants in aspects of the sale other than their separate
agreement not to compete. They also apparently recognized that,
legal obligations aside, only they could meaningfully act upon
certain provisions in the unique situation where a commercial
bank sells a child care center. A similar inference can be drawn
from the fact that only petitioners, and not the trustee, were
involved in the meetings and negotiations with the Shahs which
preceded the signing of the purchase agreement. Hence, in
seeking to ascertain the parties’ intentions with respect to
price allocation, we likewise shall view the various participants
and documents as interrelated parts of an overall transaction.
Turning then to the substantive issue of mutual intent, we
conclude, again by reference to both written instruments and
attendant circumstances, that neither the documents themselves
nor the surrounding negotiations negate the existence of such
intent. The language used (1) in the prospectus advertising
Little Rascals for sale, (2) in the purchase agreement, and (3)
in the separate covenant document is in each case consistent with
an understanding that a noncompetition agreement from petitioners
was to form a component of the sales price. The prospectus
describes the business as “established in 1980 by the current
owner, an architect”, makes no mention of the trust, states the
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