Harvey

Herein defendants and cross-complainants in the trial court appeal from that portion of a judgment denying them relief on their cross-complaint. Although the judgment denied relief also to plaintiffs and cross-defendants, they do not appeal.

The complaint alleged the following: On July 24, 1959, plaintiffs and defendants entered into a written contract whereunder defendants sold their accounting, bookkeeping and tax service business to plaintiffs for a purchase price of $5,000 in cash, paid at the execution of the contract, and a further sum, not exceeding $5,500, payable solely out of the gross proceeds received by plaintiffs up to April 15, 1960, from the “tax practice.’’ As evidencing this second and final payment, plaintiffs executed and delivered to defendants their promissory note for the maximum sum of $5,500, the note reciting that it was payable in accordance with the terms of the contract. The sale included good will, office records, work papers, correspondence and other documents; also the customer lists of the bookkeeping accounts and of the income tax service business. The sellers agreed not to engage in the practice of accounting, bookkeeping, or preparation of tax…