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Case 3.2, Measuring Income Fairly

Kim Morris purchased Print Shop, Inc., a printing business, from Chris Stanley. Morris made a cash down payment and agreed to make annual payments equal to 40 percent of the company's net income in each of the next three years. (Such "earn-outs" are a common means of financing the purchase of a small business.) Stanley was disappointed, however, when Morris reported a first year's net income far below Stanley's expectations.

The agreement between Morris and Stanley did not state precisely how "net income" was to be measured. Neither Morris nor Stanley was familiar with accounting concepts. Their agreement stated only that the net income of the corporation should be measured in a "fair and reasonable manner."