- 302 -
provisions of the partnership buy-sell agreements relied upon by
petitioners. The further assurances provisions of the corporate
agreements state only 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
do not state that delivery of these documents is a condition
precedent to the right to receive payment, or to any other right
or obligation arising under the agreements.
Second, the buy-sell agreements, when read in their
entirety, show Jean True and her sons intended that a binding
contract of sale would be created on the notice dates, even
though payment was not required to be made on those dates. For
example, the partnership buy-sell agreements define the term
“sales event” to include “the events outlined in Paragraph 18 the
occurrence of which, under the terms hereof, triggers the
mandatory purchase and sale agreement.” Paragraph 18 in turn
provides that a voluntary sale is a “sales event”, and states:
In the event any Partner desires at any time to sell all
or a part of his or her partnership interest in the
Company, he or she shall so notify the Purchasing
Partners in writing. * * * Thereafter, the Selling
Partner shall sell and the Purchasing Partners shall
purchase such partnership interest in accordance with
the terms of paragraphs 19 [restating the buy-sell
agreement, and providing that purchases shall be made by
Purchasing Partners in proportion to interests already
owned], 20 [defining formula price] and 21 [defining
Page: Previous 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 NextLast modified: May 25, 2011