The plaintiff invested $2.5 million in his friend's companies in return for a percentage of the equity.

Thereafter, when an opportunity arose to sell some of the assets at a significant profit, the parties entered into a letter agreement providing that the plaintiff would be sell his stake for $1.4 million in cash and 412,000 shares of stock in the reformulated companies.

Plaintiff claimed he was tricked into signing the letter, being told it was necessary for the asset sale, not realizing he was redeeming his entire interest in the underlying companies.

The Trial Court found that the letter was a valid agreement and was not manifestly unfair.

On appeal, it was noted that the plaintiff was not treated any differently than other shareholders.

The plaintiff claimed that his capital infusion should have reflected a larger capital account, but there was no expert testimony presented by either side as to how the capital accounts should have compared to the shareholder investments.

Similarly, there was no expert testimony that other shareholders benefitted disproportionately by virtue of their capital account entries.

Although the defendant disclosed a potential expert witness on this topic, he never called him to testify during trial.

This decision held that it was the plaintiff's burden to offer expert testimony, such as from a CPA, when dealing with a complex issue such as capital accounts.

Expert testimony would have assisted the court in navigating the tax returns and capital accounts of three separate companies over a five-year timeframe, a subject that goes beyond the ordinary knowledge and expertise of judges or jurors.

The plaintiff should have offered the testimony of a forensic accountant to support his claim.

�