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B& B(P) was a successor to Braymen Tractor Company. P hired Bowen (D) by an oral agreement under which D would become an equal participant in the business taking the place of a retiring shareholder. D did not have the money to pay for the retiring members shares ($15,000) and as such P agreed to buy the shares from its retiring shareholder and then sell them to D. D paid $2,500 direct to the retiring member and P gave a note for the difference of $12,500. Things did OK until about three years later when D began engaging in outside business activities and spent less time on his responsibilities to P. After another four years a meeting was held in which D was informed that he was fired. D then hired an attorney and offered to resell any and all interests in the corporation for $82,350. D had not paid the full purchase price of the stock over the seven-year period and had only paid the down payment of $2,500 and another $7,156 but had failed to pay in an $800 dividend for 1976 as required under the stock purchase agreement. P offered to tender that monies back D but D refused and instead offered the balance due on the purchase; $5,344 plus interest. P sued for a declaration of rights. P won and D appealed.

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