The petitioners had approached the respondent regarding the respondent’s property. The respondent owned half the property and a partner owned the other half. The parties entered into an agreement for the development of the property and for petitioners to buy out the respondent’s partner. The parties disagreed as to the terms of the agreement.

The respondent asserted that the petitioners had agreed to provide “funds and management” for the development. He alleged that the parties obtained a loan to buy out his partner and the petitioners were to “retain[] control of the property in order to develop it.” The petitioners asserted that their contract “effected a sale” of the respondent’s interest in the property to the petitioners. The petitioners had thereafter sold the respondent’s interest in the property, “at par value,” while the petitioners “retained their interest.”

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