Baker

This is an appeal of a judgment stemming from six consolidated lawsuits involving Robert A. Baker (respondent or cross-appellant herein), Charles A. Pratt (appellant herein), and several corporate entities with which they were involved. From 1963 to 1972, respondent and appellant operated a pipeline construction business, West Coast Construction Co., Inc. They were employed full-time by the company and were the sole shareholders with appellant owning approximately 51 percent of the stock and respondent the remaining 49 percent. Respondent and appellant also each owned 50 percent of the shares of a Nevada corporation, West Coast, Inc. In addition, the parties jointly owned an apartment building, various parcels of real property and conducted other joint business ventures.

In late 1971, the parties had a falling out and agreed to sever their various business relationships entirely. They engaged an accountant and an attorney to prepare a plan for distribution of their assets so as to minimize tax consequences. The plan resulted in an agreement wherein respondent would receive his portion of the corporate assets of West Coast Construction Co., Inc., over a period of time as…