a corporation which they called GEF, Inc. The corporation owned both the land and the house.[2]
In 1984, the corporation took steps to construct a warehouse on the Trotwood Park property. The warehouse was to hold James's manufacturing company. GEF, Inc. ran into problems, however, when the bank refused to give them a loan unless the property was held under a single name rather than by the corporation. In order to facilitate the loan, both Greg and Faye agreed to sell their shares to James. Greg, however, wanted to remain a "silent partner" in the business.
Greg and Faye signed the transfer documents, which included a stock purchase agreement, promissory note, and mortgage deed, selling their shares in the corporation to James on December 27, 1984, in the presence ofJames's attorneys. Neither Greg nor Faye was represented by counsel at the meeting where the documents were signed. Under the terms of the promissory note, James was to pay Greg $490.84 a month, beginning on February 1, 1985, for 30 years, a total of $73,776.00. It is after the signing of the transfer documents that the parties' factual accounts begin to diverge.
Greg claims that he expressed his desire to remain a partner during the meeting where the papers were signed. According to James, however, it wasn't until after the meeting that Greg approached him, stating that he felt he still owned half of the Trotwood Park property. In either case, the partnership became profitable in 1991.[3] Beginning in 1992 and until 1999, both James and Greg filed income