A 2d Circuit decision analyzes the UCC's 'basis of the bargain' requirement, affirming that actions based on warranties are grounded in contract, not tort

Article Abstract:

The Delaware Supreme Court ruled in Loudon v. Archer-Daniels-Midland Co. that corporate directors' alleged failure to disclose in a stockholder proxy did not result in impairment of the economic or voting rights of stockholders and thus did not merit damages. In Klang v. Smith's Food & Dryg Centers, Inc.,the same court decided against plaintiff claims that a corporate repurchase of shares violated the legal prohibition against the impairment of capital as well as claims that directors violated their fiduciary duty by not disclosing material information before seeking stockholder approval of a merger.

Corporate directors, Disclosure (Securities law), Delaware

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A 2d Circuit decision analyzes the UCC's 'basis of the bargain' requirement, affirming that actions based on warranties are grounded in contract, not tort

Article Abstract:

The United States Court of Appeals for the 2d Circuit ruled in Rogath v. Siebenmann that litigation for breaching an express warranty is based on contract rather than tort. The critical question is thus whether the buyer was purchasing the seller's promise as to the warranty's truth. The question of whether there was indeed a breach of warranty would, the court ruled, have to be decided at trial after evidence on the meaning of the term "challenge" in the art industry.

Warranty, Purchasing, Art, Breach of contract

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7th Circuit streamlines arbitration; a recent federal court decision may limit pre-arbitration litigation and forum-shopping

Article Abstract:

The 7th Circuit Court of Appeals' decision in Merrill Lynch, Pierce, Fenner & Smith v Lauer should reduce forum-shopping and pre-arbitration litigation, and improve the arbitration process. The court ruled that Sec 4 of the Federal Arbitration Act limits where motions may be brought when an arbitration's location is predetermined. This does not affect what challenges to an arbitration may be brought, only where they must take place.

Conflict of laws, Jurisdiction, Commercial arbitration, Venue, Venues (Law)

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