[bcb1276]

I’m a lawyer. This doesn’t make sense. What exactly did the clauses say? Did the “investor” make his (non) investment contingent on some types of conditions precedent that you didn’t meet? If yes, then he doesn’t have to fund his investment. But he doesn’t also get his equity. If no, then he breached and you have a claim against him.

I would not treat him as an investor and instead talk to a lawyer about putting him on notice that you’re prepared to sue him for tortious interference with your business. The other comments here about the requirement of consideration are correct. Also relevant: unjust enrichment and restitution [0]

I’m 100% speculating because you haven’t supplied enough information. The most important part of your post should be the actual language.

[0] https://en.m.wikipedia.org/wiki/Unjust_enrichment