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requirement were all in keeping with the general purpose of
maintaining control of the True companies among family members
who were active in the businesses. Moreover, the invocation of
the buy-sell provisions when Tamma Hatten withdrew from the True
companies is persuasive evidence that the parties treated the
agreements as binding. See Estate of Bischoff v. Commissioner,
69 T.C. at 42 n.10. Accordingly, the waivers and amendments do
not jeopardize the binding nature of the buy-sell agreements.
See Lauder II.
Third, respondent suggests that the corporate buy-sell
agreements (except the White Stallion agreement) are not binding
because Dave True had substantial power, as controlling
shareholder, to alter their terms during his lifetime.
Petitioners counter that Dave True did not have the ability
unilaterally to alter the agreements by virtue of his majority
ownership of the corporations. They argue that control of the
corporation is irrelevant because the buy-sell agreements were
agreements among the shareholders that could not be amended or
terminated without the shareholders’ unanimous consent.
Respondent and petitioners cited no cases to support their
positions on this matter. For the reasons stated below, we agree
with petitioners.
In Bommer Revocable Trust v. Commissioner, T.C. Memo. 1997-
380, we found that a buy-sell agreement was not binding on the
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