Confirm favorite deletion?
Corporations Keyed to Klein
Great Lakes Chemical Corp. v. Monsanto Co
Facts
Defendants jointly owned and controlled 100% of an LLC, NSC Technologies Company. NSC was created to develop pharmaceutical products from a chemical, L-phenylalinine, made by Monsanto. The Members of NSC, Monsanto and Sweet, did not have day-to-day control of NSC, but they controlled it by appointing the managers that did control it. Defendants solicited offers for a buyer of NSC, and an investment bank contacted Plaintiff. Defendants had initial estimates of the sales of NSC that they later reduced after NSC began having difficulties with lower sales and patent infringers. Defendants explained away the recently poor performance to Plaintiff as just a shifting of the numbers and they offered to indemnify Plaintiff if their numbers were off by more than $6.5 million.. Defentants also reduce the price of NSC by $5 million. After the purchase, Plaintiffs did not even reach half of the estimate given by Defendants and brought claims under the Securities Exchange Act for the misrepresentations. Defendants moved to dismiss the claims since the NSC interests are not “securities” as defined by the Act.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:
Identifies the topic of law and where this case fits within your course outline.Parties:
Identifies the cast of characters involved in the case.Procedural Posture & History:
Shares the case history with how lower courts have ruled on the matter.Case Key Terms, Acts, Doctrines, etc.:
A case specific Legal Term Dictionary.Case Doctrines, Acts, Statutes, Amendments and Treatises:
Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:
A Synopsis of the Facts of the case.Rule of Law:
Identifies the Legal Principle the Court used in deciding the case.Facts:
What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.Issue(s):
Lists the Questions of Law that are raised by the Facts of the case.Holding:
Shares the Court's answer to the legal questions raised in the issue.Concurring / Dissenting Opinions:
Includes valuable concurring or dissenting opinions and their key points.Reasoning and Analysis:
Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
Policy:
Identifies the Policy if any that has been established by the case.Court Direction:
Shares where the Court went from here for this case.