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MARK A. URICK and HEATHER URICK, - page 14 / 19





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president and sole shareholder of the company, and Heather knew about WFD, Inc.’s

profitability because she prepared its corporate tax returns for 1998 and 1999. The

Uricks, therefore, knew of the falsity of their representations regarding WFD, Inc.’s

profitability when they represented to Huizinga that the company had a net profit during

1997, 1998, and 1999.

The fourth element is that Huizinga relied upon the Uricks’ material

misrepresentations. Regarding this element, the trial court found the following:

Huizinga made a preliminary inspection . . . of the financial documents that the Uricks made available to him through the business broker, and that inspection revealed nothing to put him on notice that the asserted cash flow was much higher than the actual profit level consistently reported on, for example, the undisclosed corporate tax returns. . . . [T]he Uricks [] gave reassuring replies to Huizinga’s inquiries, and he relied on their answers to enter the transaction . . . . Indeed, starting as early as May 2000, only a few weeks after the parties sat down for their initial discussions of Huizinga’s possible purchase of what ultimately became Mr. Urick’s share of Blinds, Inc., Ms. Urick consistently rebuffed Huizinga’s quite legitimate efforts to see the pertinent corporate tax returns, assuring him that the returns “had to match” the numbers Huizinga had seen[] when, in fact, each pertinent corporate tax return showed a loss. Making Huizinga’s reliance on the Uricks’ material misrepresentations all the more reasonable was the Uricks’ representation of Ms. Urick as a Certified Public Accountant (CPA). . . . At no time before Huizinga committed himself to the deal did the Uricks reveal what was peculiarly within their knowledge – that all the financial information reviewed by Huizinga was only preliminary and not final, that the final figures were substantially lower than the figures

Huizinga had seen.

Id. at 10-11 (quotation unattributed).

The evidence supports the trial court’s findings

. Huizinga asked for and was

provided financial documents relating to WFD, Inc. The Uricks reassured Huizinga the

numbers represented on the financial documents were final, rather than preliminary. The


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