I'm reading the Cease and Desist letter. Did Collins have an attorney look the contracts over? If the info he is talking about now was unavailable at the time, why would he go forward with the deal? Unless something was presented to him that was false, I don't know if he can claim “because I didn't read the by-laws or Samblis' employment contract” as grounds for Notes 1 & 2. He's going to have to present something substantial regarding duress and fraud.
[1] California Civil Code § 1689(b)(1) states that a party to a contract may rescind the contract if the consent of the party rescinding , or of any party jointly contracting with him, was given by mistake, or obtained through duress, menace, fraud , or undue influence, exercised by or with the connivance of the party as to whom he rescinds, or of any other party to the contract jointly interested with such party. [Emphasis added].
[2] California Civil Code §§ 1572 defines "actual fraud" as misrepresentation with intent to deceive; and § 1573 defines "constructive fraud" as misleading conduct without fraudulent intent to the prejudice of the other party. The type of fraud sufficient to support a unilateral rescission may be either an "actual fraud" or a "constructive fraud,"
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