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Whitehead/Stanford stock purchase agreement was effected without
the prior written consent of Mr. Johnston and Jacque Johnston,
which, under the May 25, 1990 stock purchase agreement and the
September 1, 1990 stockholders’ agreement, was the only restric-
tion to which that sale was subject.27 Based on our examination
of the entire record before us, we find that petitioners have
failed to establish that the September 13, 1991 Whitehead/
Stanford stock purchase agreement was void or voidable.28
We have rejected the only argument that petitioners advance
(i.e., that the September 13, 1991 Whitehead/Stanford stock
purchase agreement was void or voidable) to establish error in
the determinations of respondent that Mr. Whitehead received
constructive dividends totaling $24,000 during each year at issue
27The May 25, 1990 stock purchase agreement and the Septem-
ber 1, 1990 stockholders’ agreement provided that the only
restriction that applied to the sale of all of the shares of one
minority stockholder to another stockholder was the restriction
that required the selling minority stockholder to obtain the
prior written consent of Mr. Johnston and Jacque Johnston.
Petitioners have pointed to no other restriction that would apply
to the sale by Mr. Stanford to Mr. Whitehead of Mr. Stanford’s
Burien Nissan stock that was effected by the September 13, 1991
Whitehead/Stanford stock purchase agreement, and we have found
none.
28Assuming arguendo that petitioners had established that
the September 13, 1991 Whitehead/Stanford stock purchase agree-
ment was void or voidable, on the record before us, we find that
Mr. Whitehead’s Sept. 13, 1991 purchase of Mr. Stanford’s shares
of Burien Nissan stock was recognized and ratified by Burien
Nissan, Mr. Johnston, Mr. McLaughlin, Mr. Whitehead, and Mr.
Watson pursuant to the addendum to the May 25, 1990 stock pur-
chase agreement that was executed on Dec. 13, 1993.
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