conjunction with any other person, firm or corporation, either directly or indirectly engage in any other trade or business without the consent in writing of the other partners; he shall not undertake any professional business or accept any office or trust except for the benefit of the partnership. The rendering of military, naval or public service, the making of private investments in other business ventures, or the inability to actively contribute to the operation of the business due to illness or other incapacity, by any of the partners shall not constitute a breach of this provision.

It was further agreed that during the partnership and for ten years thereafter any member without the consent of the others would not divulge any trade secret; and that:

19. Upon the termination of the partnership a full and general account in writing shall be taken in the manner provided for the taking of the general account, and the residue of the partnership property and moneys shall be divided between the partners or their representatives. Out of such distribution there shall be paid to William H. Gross and Annie W. Gross respectively the amount of their initial capital contributions as shown by the books of the firm in the following proportions: To William H. Gross 80% thereof, and to Annie W. Gross 20% thereof; and the remaining capital assets and profits shall be paid and distributed to the partners in the following proportions: To William H. Gross 60%, Annie W. Gross 20%, B. Madalin Eckert 10% and Walter L. Eckert 10%.

Provisions relating to settlement on the death or withdrawal of a partner state that if the remaining partners continued the business they were to pay the representative of the deceased partner or the former partner "a sum equal to the book value of the share of the deceased or withdrawing partner as specified in the preceding paragraph, [par. 19] and in fixing the book value no value shall be placed upon the good will of the partnership, it being the intention that such good will as may exist shall be and remain with the business of the surviving or remaining partners."

And it was agreed that:

22. So long as this partnership and the business thereof shall exist and shall remain the property of the parties hereto or of any who shall survive or remain after the death or withdrawal of any of them, the said William H. Gross and Annie W. Gross shall and do give and grant to said firm the sole and exclusive right and privilege to manufacture, sell and distribute the preparation "Mazon" and "Mazon Soap" together with the use of the registered name "Mazon" in connection with said products and of all lists, literature and advertising matter pertaining thereto.

23. And it is agreed between the said parties that none of them shall, without the consent of the others obtained in writing, sell or assign his share or interest in the said joint trade to any person or persons whatsoever.

Walter L. Eckert, Jr., is a physician, having graduated from Hahnemann Medical College with the degree of Doctor of Medicine in June 1932. He married B. Madalin Gross on February 20, 1938. The operating statements of the corporation for the years 1937 to 1941, inclusive, are as follows:

The closing balance sheet of the corporation as of December 31, 1941, was as follows:

The opening balance sheet of the partnership as of January 1, 1942, was as follows:

A tabulation of the corporation's gross sales, net income reported, and dividends paid for the years 1926 to 1941, inclusive, is as follows:

The operating statements of the partnership for the years 1942 to 1945, inclusive, are as follows:

The closing balance sheets for the corporation for 1937 through 1940 are as follows:

If, as a matter of law, the Tax Court holds that the partnership agreement resulted in gifts to Walter L. Eckert, Jr., and to B. Madalin Eckert, respectively, it is agreed that the value of each gift was $56,500.