Peter Shann v. John S. Dunk, John S. Dunk v. Peter Shann

LEVAL, Circuit Judge:

Peter Shann brought this suit against John S. Dunk (“Dunk”) 1 to enforce an agreement for Shann’s purchase of Dunk’s controlling shares in an explosives company. The agreement, which was made on November 25,1992 (the “November 25 Agreement”), was in rough preliminary form and contemplated memorialization in a more formal contract. It provided for: a down payment of $500,000; monthly payments to Dunk totalling $2,352,- 000, plus interest, over five years “as [a] consultant and pursuant to a non-compete agreement” (the “consult/noncompete clause”); and a payment of…