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buy-sell agreements were not boilerplate documents and, in all
likelihood, the weaker parties (the True children, according to
respondent) would benefit the most from the non-arm’s-length
terms. The fact that Tamma Hatten may ultimately have suffered
financial detriment because she withdrew from the True companies
at the time she did has no bearing on whether the agreements were
unconscionable at inception or would be so regarded as of the
times they were given effect in 1993 and 1994. Accordingly, we
conclude that the True family buy-sell agreements were
enforceable under Wyoming law.
Second, respondent asserts that the buy-sell agreements,
although binding by their explicit terms, were often modified and
were not always followed by the parties, suggesting that they did
not actually bind the parties during life. On the contrary, we
find that the amendments to and waivers of the buy-sell
provisions were formally documented and were consistent with the
terms and general intent of the agreements (i.e., to maintain
family ownership). For example, waivers to allow non pro rata
purchases of interests by True family members, exchanges of stock
incident to a merger, and sales of stock by the Toolpushers’
Employees’ Trust back to the company were normal responses to
business exigencies. Similarly, amendments allowing transfers to
owners’ revocable living trusts, clarifying the mechanics of the
buy-sell provisions, and introducing the active participation
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