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and in February 2001, they began discussing the termination of
their association. As petitioner testified: “After my business
relationship started to dissolve with my business partner, I
approached him, either you buy me out or I buy him out”.
The parties agreed that Mr. Taylor would purchase
petitioner’s one-half interest in Edgington Mullins for $40,000,
effective on April 3, 2001. On February 14, 2001, petitioner
faxed a letter to the Kentucky Board of Embalmers and Funeral
Directors and notified them that “an upcoming sale of the
business is pending” and that he would not be operating the
Edgington Mullins funeral business as of April 3, 2001. The
parties did not enter into a written agreement evidencing the
sale of petitioner’s stock to Mr. Taylor at that time.
Petitioner did not receive any payment of the purchase price
from Mr. Taylor on April 3, 2001. According to petitioner, Mr.
Taylor was unable to secure the financing he needed to purchase
petitioner’s shares. Although petitioner did not receive any
payment for his shares, he discontinued all his daily activities
for the business and claimed that he did not receive any profits
from the business after that date. As petitioner testified:
“Your Honor, the deal was done April 3. The only outstanding
issue was for him to get financing and pay me. I reiterate, I
had nothing to do with this business whatsoever after April 3. I
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