Rather, Mark and Huizinga agreed to dissolve their existing corporations (WFD, Inc.
d/b/a WFD I and III, and Huizinga, Inc. d/b/a Budget Blinds of Greater Indianapolis,
respectively) and create a new corporation known as Blinds, Inc. d/b/a Window Fashion
Design (Blinds, Inc.). Accordingly, the two orally agreed that as of June 1, 2000, any
new business would be diverted to Blinds, Inc.
On September 1, 2000, Mark and Huizinga formalized their oral agreement by
signing a Purchase Agreement (the first agreement), the relevant portions of which stated:
The parties desire to become shareholders of a new corporation to be formed (Blinds, Inc.) . . . .
*** 2. Dissolution of Window Fashion Design, Inc. [Mark] agrees to discontinue doing business under his solely owned corporation, [WFD, Inc.,] and agrees to assign all of the right, title and interest in the business assets of [WFD, Inc.] (excluding cash, accounts receivable, and marketable securities) including the name “Window Fashion Design” as part of the capitalization of the new Corporation, Blinds, Inc. . . . .
3. Organization of the new Corporation, Blinds, Inc. . . . The new corporation named Blinds, Inc., will do business under the name “Window Fashion Design”. . . .
4. Purchase of Shares of Common Stock of new Corporation by Huizinga. [Mark] agrees to sell and Huizinga agrees to purchase fifty percent (50%) of [Mark’s] voting common stock and sixty percent (60%) of [Mark’s] nonvoting common stock for a purchase price of One Hundred Fifty Thousand and 00/100 Dollars ($150,000). Huizinga shall pay Fifty Thousand and 00/100 Dollars to [Mark] to execute the transfer of stock. And shall pay the remaining One Hundred Thousand and 00/100 Dollars ($100,000) of the purchase price pursuant to the terms of an installment promissory note to be paid over 48 equal monthly installments bearing interest at the rate of 9% per annum. [sic] The installment promissory note shall be secured by a pledge of the common shares purchased by Huizinga. The shares transferred shall be subject to any default of the promissory note, and rights of first refusal in the event of incapacitation of either parties [sic], and subject to a forced purchase provision described below in the event Huizinga does not exercise his option to purchase described in paragraph 5 below, which may be exercised by [Mark] for a period of 60 days following the termination of the one year option period. . . .