KEEFE, Senior Judge.
Burton E. Tracy is a CPA practicing in Clarion, Wright County, Iowa, since October 1, 1964. In 1972, Gary Horton, also a CPA, joined him in practice. In 1973, they incorporated as Burton E. Tracy & Co., P.C. (hereafter called Tracy). Bruce D. Frink, also a CPA, joined Tracy as an employee in 1979. He became a stockholder in 1981.
On December 14, 1983, the three stockholders, Mr. Tracy, Mr. Horton, and Mr. Frink, signed a buy-sell agreement...
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