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Each of the buy-sell agreements also contained a provision
entitled “Further Assurances”. The further assurances provision
of the partnership buy-sell agreements stated:
Before any retiring Partner, former Partner, or other
person selling his interest shall be entitled to receive
any money in payment of or on account of his partnership
interest * * * he shall deliver or cause to be delivered
to the remaining Partners such instruments as the
remaining Partners may reasonably request in order to
establish a record that the retiring Partner or a former
Partner’s interest in the partnership has passed to and
become vested in the remaining Partners.
The further assurances provision of the corporate buy-sell
agreements stated that each of the stockholders and the relevant
corporation agrees “to make, execute and deliver to the other
parties all assignments, transfers or other documents necessary
to carry out and accomplish the terms” of the corporate buy-sell
agreements. However, the corporate buy-sell agreements did not
state that the seller was not entitled to receive payment until
she supplied whatever documents were required.
The buy-sell agreements required Jean True’s sales to be
made at formula prices based on book value. The price provision
of the partnership buy-sell agreements provided that “The price
of any partnership interest or portion thereof shall be the book
value of the Selling Partner’s capital account as of the close of
business of the day immediately preceding the sales event.” Jean
True’s giving notice of her intention to sell was the sales
event. The partnership buy-sell agreements therefore provided
that the price for Jean True’s sale of a partnership interest was
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