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Business Associations Keyed to Bainbridge
Robinson v. Glynn
Citation:
349 F.3d 166 (4th Cir. 2003)Facts
In 1995, Glynn organized GeoPhone Corporation to develop and commercially market the GeoPhone telecommunications system. In March 1995, Glynn and his associates contacted James Robinson in an effort to raise capital for GeoPhone. Robinson agreed to loan Glynn $1 million so that Glynn could perform a field test of the GeoPhone system and the CAMA technology. Robinson and Glynn also executed a letter of intent, in which Robinson pledged to invest up to $25 million in GeoPhone, if the field test indicated that CAMA worked in the GeoPhone system. Apparently, engineers hired by Glynn performed the field test without using CAMA, Glynn told Robinson that the field test had been a success. Robinson and Glynn executed an agreement to purchase membership interests in GeoPhone. In 1998, Robinson allegedly learned for the first time that the CAMA technology had never been implemented in the GeoPhone system. Robinson then filed suit, claiming violation of the federal securities laws.
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