In 1997, Dr. Abel and Dr. Black formed, a California partnership, for the purpose of opening health spas in Wal-Co. They agreed to split all profits and losses equally. They both contributed $300 to start A&B partnership. Dr. Abel sign a lease with Henry, Wal-Co, for 32 location throughout California. Dr. Abel signed as agent to A&B partnership to be formed. Dr. Black began construction of the health spas. He open the first location and had immediate success. Dr. Black began construction of two more spas.

In 1998, Dr. Abel and Black formed Exercise, Inc, a Delaware Corporation. AT the first meeting they elected officers and directors. Dr. Abel was President and Dr. Black was VP. They were the only two directors. Dr. Abel present lease to BOD for ratification and the BOD was deadlock. Dr. Black was upset with Dr. Able and wanted him gone from the company. Dr. Black met with Henry and told Henry that Dr. Abel was being difficult and convince Henry to tear up the original lease for a new lease that he will sign. Henry did so. Dr. Black signed a new lease for 32 locations. He opened 17 before Dr. Able found out.

Dr. Abel has brought suit in the name of A&B against Dr. Black, Wal-Co, and Henry. Discuss liabilities and recovery.

Dr. Abel brought a suit against Dr. Black, Wal-Co, and Henry. Discuss liabilities and recovery