Maybe roger defrauded the new guy and the only way he could balance the debt and avoid jail was by convincing the new guy to take over the company in exchange for canceling the debt and not filing suit or charges. I would have made that deal if offered, except that the liabilities exceed the assets (I'm talking both financial and legal liabilities). I can't imagine any person with any DD at all would be willing to assume the company, no matter how much roger owed the person.