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decedent during his lifetime because it explicitly gave the
decedent unilateral power to alter or amend its terms, and the
natural objects of the decedent’s bounty were the other
shareholders. In the cases at hand, we agree with petitioners
that Dave True could not unilaterally terminate the agreements
because, by their terms, the buy-sell agreements would not
terminate until the death of the last surviving shareholder.
However, contrary to petitioners’ assertions, we note that each
corporation was listed as a party to its own amended and restated
buy-sell agreement dated August 11, 1984.
Notwithstanding this inconsistency, we believe that Dave
True’s controlling ownership did not give him unilateral
authority to alter or amend the corporate buy-sell agreements so
that they would be considered non-binding. First, the agreement
in Bommer explicitly conferred on the decedent the unilateral
power to amend. See id. This is not true in the cases at hand.
Second, it appears that the primary parties to the instant
agreements were the shareholders and that the corporation was
included only to ensure that the stock certificates were marked
with transfer restrictions. Therefore, contrary to respondent’s
assertions, we conclude that Dave True’s majority ownership of
the True corporations did not confer on him the unilateral
authority to alter or amend the buy-sell agreements, which would
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