Bemidji Distributing Co., Inc. - Page 17




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          Moreover, the existence of a consulting contract does not negate            
          the need for a covenant:  The purchaser could abrogate the                  
          contract for instance, or be terminated for cause.  See Peterson            
          Mach. Tool, Inc. v. Commissioner, 79 T.C. 72, 85 (1982) (holding            
          that an employment contract of a covenantor for the duration of             
          the covenant not to compete is entitled to some weight, but is              
          not determinative).                                                         
               Mr. Langdon's primary reason for selling was not to retire             
          but to avoid negotiating with the union once again.  Since no               
          other distributor in his region was unionized, that factor would            
          not have prevented him from reentering the business.   Therefore,           
          the factor of the seller's intention to compete may slightly                
          favor respondent, but only slightly.                                        
               (c)  The seller's economic resources.  After the sale, Mr.             
          Langdon had ample economic resources to either start from scratch           
          or buy an existing business.                                                
               (d)  Potential damage to the buyer.  If Mr. Langdon had                
          competed with Bravo, he could have greatly harmed the company.              
          Because of his long personal friendships with customers, they               
          certainly would have redirected a portion of their business to              
          him.  However, because of the limited brand names available from            
          Skaar or Budweiser, it is probable that BDC's customers would               
          have continued to purchase from Bravo as well.  Mr. Langdon might           
          also have been able to attract some of his former employees,                






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