In 2008, plaintiffs James Leste and Richard Moore, equal shareholders of First Associates Mortgage Corp., which was a collection agency for lenders of residential mobile home loans, decided to sell the corporation. They subsequently contacted an outside company to list the stock of First Associates for sale. David Johnson, who formed Clearpath Venture Partners LLC, eventually received a brochure of the sale and drafted a term sheet dated May 9, 2008, for the proposed purchase of the stock. The final terms of the sale of stock were a sales price of $1.4 million, which was to be satisfied by $700,000 cash down and $700,000 in purchase money notes secured by the First Associates stock pledge. Also included was the requirement of employment contracts of Leste and Moore. The terms specified “excluded assets,” such as First Associates’ equity interest in “loan pools” that it serviced of approximately $2.5 million, and a “60 day exclusive dealing” with Johnson so that Johnson could perform a “due diligence.” Leste and Moore ultimately accepted the terms set forth in a Stock Purchase Agreement. However, they claimed that after the First Associates’ stock sale closed in August 2008, Johnson ceased payments on the two $200,000 and two $150,000 purchase money promissory notes. Johnson, individually and on behalf of Clearpath, proclaimed that he had received inaccurate financial information, which was sourced in the brochure. Leste and Moore alleged that they attempted to continue negotiations when Johnson then claimed improper offsets due to First Associates for rental payments, mileage reimbursement and a “50 percent share in insurance premium income.” Thereafter, Leste and Moore were each sent a notice of termination of employment from First Associates, allegedly for cause. Moore, acting individually and as co-trustee of the Moore Family Trust of 2.2.92; Katherine Moore, acting as co-trustee of the Moore Family Trust of 2.2.92; and Leste, acting individually, sued Johnson, Clearpath and First Associates. They alleged that the defendants’ actions constituted breach of contract for not paying the balance of the purchase promissory notes, fraud, deceit, and breach of James Leste’s and Richard Moore’s employment contracts. Ultimately, the case only continued to trial on the breach of contract claims. Johnson, Clearpath and First Associates claimed that the plaintiffs did not comply with the terms of the stock purchase agreement. They also claimed that Moore and Leste were terminated for cause under the employment contracts with First Associates. Clearpath subsequently sued James Leste and Richard Moore for fraud and false information. It alleged that the financial information relative to First Associates was false. Leste and Moore replied to Clearpath’s suite and disputed the allegations of fraud and false financial information being supplied., Leste and the Moores claimed $859,943.29 in total damages for the breach of contract related to the promissory notes and for breaches of their employment contracts.