Roosevelt

—This is an appeal by defendant and cross-complainant, Roosevelt, from a judgment in favor of plaintiff and cross-defendant, Finalco, Inc., in an action arising from Roosevelt’s purchase of undivided co-ownership interests in certain computer equipment from the Dover Asset Group, Inc. (Dover). We affirm.

Facts and Proceedings Below

In December 1985, Dover offered undivided co-ownership interests in certain computer equipment owned by Dover and leased to Finalco. These interests were sold in “units” by means of a confidential private placement memorandum. (See 15 U.S.C. § 77d(l).) Roosevelt purchased two “units” paying approximately $8,000 in cash and executing a promissory note for the balance. Dover assigned this note to Finalco sometime prior to June 1986. Dover marketed the “units” as a tax shelter. In theory, the investor would not be required to make payments on the note because those payments would be covered by Finalco’s lease payments to Dover.

Roosevelt made no payments on the note in 1986 because, according to his testimony, “the program turned out to be self-funding as it was indicated on the projected income sheets.” However, in January 1987, Finalco sent…