OPINION
ALAN E. NORRIS, Circuit Judge.
This appeal arises out of the sale of Spectrum Infrared, Inc. ("Spectrum"), an Ohio corporation owned by plaintiffs John Murphy and James Smith. In 2005, Spectrum was sold to Stargate Defense Systems Corp. ("Stargate"), a business operated by defendants James Woodruff and Daniel Ross. The sale was structured as a stock exchange: plaintiffs traded their stock in Spectrum for stock in Stargate. It turned out, however...
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