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Circuits. Because the decisional law of those circuits, as we
understand it, may differ as to when an individual may avoid the
tax consequences of his or her apportionment of a purchase price
in a written contract, we analyze the law of both circuits. We
conclude that the result is the same under the law in both
circuits. We also reach the same result under our caselaw.
E.g., Gen. Ins. Agency, Inc. v. Commissioner, T.C. Memo. 1967-
143, affd. 401 F.2d 324 (4th Cir. 1968).
The Court of Appeals for the Eleventh Circuit has adopted
the rule of Danielson v. Commissioner, 378 F.2d 771 (3d Cir.
1967), vacating and remanding 44 T.C. 549 (1965). Plante v.
Commissioner, 168 F.3d 1279 (11th Cir. 1999), affg. T.C. Memo.
1997-386; Bradley v. United States, 730 F.2d 718, 720 (11th Cir.
1984). Respondent argues here, as he did in Danielson, that
where the parties to the sale of a business have entered into a
written agreement setting out the amount to be paid for a
covenant not to compete, they may not for tax purposes attack
that agreement absent fraud, duress, or undue influence.
Petitioners have adduced extrinsic evidence to attempt to
establish an ambiguity in the apportionment of the Conquest
purchase price. We find that evidence unpersuasive. The
relevant terms of the stock acquisition and noncompete
agreements are clear and unambiguous on their face. Petitioners
have not adduced any evidence that would establish that either of
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