This section contains the nature of the case and procedural background.

'Banton, Inc., is a manufacturing concern in the business of manufacturing for sale an engine-driven machine used by gardeners primarily for tilling the soil. D was the owner of 100 shares, and Long (D) was the owner of 3 shares of the outstanding stock of Banton, Inc. D wanted to sell. 'The sale was closed on February 2, 1988. At the closing, D received $683,980.59, and Long received $ 16,019.41. On February 10, 1988, D went to AmSouth Bank and, on the strength of P's personal guarantee, borrowed $400,000.00. D represented to AmSouth that he wanted the proceeds for 'an investment.' D told AmSouth that he expected to repay the loan with the proceeds of P's promissory note to be executed following the balance sheet audit as of the closing date. D did not invest the money but used it to pay off mortgages of $404,569.95 (a mortgage on his residence) and $153,387.68 (a mortgage on his condominium). The sum of $ 350,000.00 was also deposited by D in an account in a Florida bank in the name of his wife, Susan A. Banton. Two weeks following the closing of the sale, P was informed that Banton, Inc., was short of operating capital despite the representations of the financial health of Banton, Inc., made to P on February 2, 1988, and earlier. P also discovered false invoices for significant amounts of money. Ds failed to disclose to P that the gross sales figures for Banton, Inc., included $ 736,177.00 of sales for which credits were due. P claims he was induced to agree to buy the shares of stock of Banton, Inc., by reliance on the materially false representations made to him by Ds with respect to the financial condition of Banton, Inc., and the results of its operation. P alleges in his complaint that he paid to Ds the sum of $1,100,000.00 in cash and also executed guarantees of approximately $5,000,000.00 of D's debt in connection with such purchase. P sought a preliminary injunction and ultimately a permanent injunction imposing a constructive trust on the monies paid to D by P and on the investments made and assets purchased with such monies. P sought to have a constructive trust imposed over the money and also the real estate purchased by D with the cash proceeds received. In its judgment, the court rescinded the purchase of the stock. P got a money judgment for $ 1,083,980.50 plus interest at the rate of six percent per annum from February 2, 1988. P was also given a constructive trust on the property and subrogated to the right of the mortgagees whose mortgages were satisfied with the proceeds of the stock sale on both the home and the condo for $ 404,569.95 and $153,387.68 plus interest from February 2, 1988, at the rate prescribed in the note secured by that mortgage and on the same terms and conditions stated in each of the mortgages. Ds appealed.

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