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to the agreement would be admissible to alter that
construction or to show its unenforceability because of
mistake, undue influence, fraud, duress, etc.
Id. at 775.
Prior to October 1, 1991, the Fifth Circuit adopted the
Danielson rule in Spector v. Commissioner, 641 F.2d 376 (5th Cir.
1981), revg. 71 T.C. 1017 (1979). See Bonner v. City of
Prichard, supra at 1207. The Eleventh Circuit has also
explicitly adopted the Danielson rule. Bradley v. United States,
730 F.2d 718, 720 (11th Cir. 1984) (affirming a District Court
holding that payments received were interest income pursuant to a
sale rather than an option to purchase because the contract
called for interest payments); see also Thomas v. Commissioner,
67 Fed. Appx. 582 (11th Cir. 2003) (affirming, inter alia, that
the taxpayers were bound by the allocation to the covenant not to
compete contained in a stock purchase agreement), affg. T.C.
Memo. 2002-108; Plante v. Commissioner, 168 F.3d 1279 (11th Cir.
1999) (affirming that the taxpayer was not entitled to a bad debt
deduction and associated carryover losses because stock purchase
agreement was unambiguous that advances were capital
contributions and not debt), affg. T.C. Memo. 1997-386.
C. Positions of the Parties
William Becker and respondent contend that the Danielson
rule controls. They argue that, because the purchase documents
unambiguously allocate the entire consideration paid in the
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