Drake Manufacturing Company, a Delaware corporation, entered into a contract to sell certain products to Polyflow, Inc., headquartered in Pennsylvania. Drake promised to ship the goods from Drake’s plant in Sheffield, Pennsylvania, to Polyflow’s place of business in Oaks, Pennsylvania, as well as to addresses in California, Canada, and Holland. When Polyflow withheld payment of about $300,000 for some of the goods, Drake filed a breach of contract suit in a Pennsylvania state court against Polyflow seeking to collect the unpaid amount. But Drake had failed to obtain a certificate of authority to do business in Pennsylvania as a foreign corporation. Polyflow asserted that this failure to register with the state deprived Drake of the capacity to bring an action against Polyflow in the state’s courts. The court issued a judgment in Drake’s favor. Polyflow appealed. [15 Pennsylvania Consolidated Statutes (Pa.C.S.)] Section 4121 provides: “A foreign business corporation, before doing business in this Commonwealth, shall procure a certificate of authority to do so from the Department of State.” Typical conduct requiring a certificate of authority includes maintaining an office to conduct local intrastate business and entering into contracts relating to local business or sales. A corporation is not “doing business” solely because it resorts to the courts of this Commonwealth to recover an indebtedness. [15 Pa.C.S.] Section 4141(a) provides in relevant part that “a nonqualified foreign business corporation doing business in this Commonwealth shall not be permitted to maintain any action or proceeding in any court of this Commonwealth until the corporation has obtained a certificate of authority.” The evidence demonstrates that Drake failed to submit a certificate of authority into evidence prior to the verdict in violation of 15 Pa.C.S. Section 4121. Therefore, the trial court should not have permitted Drake to prosecute its action. The trial court contends that Drake is exempt from the certificate of authority requirement because it merely commenced suit in Pennsylvania to collect a debt. Drake did much more, however, than file suit or attempt to collect a debt. Drake maintains an office in Pennsylvania to conduct local business, conduct which typically requires a certificate of authority. Drake also entered into a contract with Polyflow, and shipped couplings and portable swaging machines to Polyflow’s place of business in Pennsylvania . In short, Drake’s conduct was regular, systematic, and extensive, thus constituting the transaction of business and requiring Drake to obtain a certificate of authority. We also hold that Drake needed a certificate of authority to sue Polyflow in Pennsylvania for Polyflow’s failure to pay for out-of-state shipments in California, Canada and Holland. A foreign corporation that “does business” in Pennsylvania must obtain a certificate in order to prosecute a lawsuit in this Commonwealth, regardless of whether the lawsuit itself concerns in-state conduct or out-of-state conduct. A state intermediate appellate court reversed the judgment in Drake’s favor. Under Pennsylvania state statutes, Drake was required to obtain a certificate of authority to do business in that state. Drake failed to do so. The court should not have allowed Drake to prosecute its action against Polyflow. Required: Why would the appellate court permit Poly flow to get away with not paying for delivered and presumably merchantable goods?
> When and for what purpose is each of the following motions made? Which of them would be appropriate if a defendant claimed that the only issue between the parties was a question of law and that the law was favorable to the defendant’s position? (a) A mot
> Adams Textiles in Kansas City sells certain fabric to Silk & Satin Stores in Oklahoma City. Adams packs the fabric and ships it by rail to Silk. While the fabric is in transit across Kansas, a tornado derails the train and shreds and scatters the fabric
> In the past, the rules of discovery were very restrictive, and trials often turned on elements of surprise. For example, a plaintiff would not necessarily know until the trial what the defendant’s defense was going to be. In the last several decades, how
> In this chapter, we stated that the doctrine of stare decisis “became a cornerstone of the English American judicial systems.” What does stare decisis mean, why has this doctrine been so fundamental to the development of our legal tradition?
> Inez has a specific set of plans to build a sailboat. The plans are detailed, and any boat builder can construct the boat. Inez secures bids, and the low bid is made by the Whale of a Boat Corp. Inez contracts with Whale to build the boat for $4,000. Wha
> In the following situations, certain events take place after the contracts are formed. Discuss which of these contracts are discharged because the events render the contracts impossible to perform. (a) Jimenez, a famous singer, contracts to perform in yo
> ABC Tire Corp. hires Arnez as a traveling salesperson and assigns him a geographic area and time schedule in which to solicit orders and service customers. Arnez is given a company car to use in covering the territory. One day, Arnez decides to take his
> Teresa Roberts worked for Mike’s Trucking, Ltd., in Columbus, Ohio. Her supervisor was the company’s owner, Mike Culbertson. According to Roberts, Culbertson called her his “sexretary” and constantly talked about his sex life. He often invited her to sit
> Peggy Young was a driver for United Parcel Service, Inc. (UPS). When she became pregnant, her doctor advised her not to lift more than twenty pounds. UPS required drivers to lift up to seventy pounds and told Young that she could not work under a lifting
> The FBI trains its Special Agent recruits at the FBI Academy in Quantico, Virginia. * * * All Trainees must pass a physical fitness test the “PFT”. The FBI requires every Special Agent recruit to pass the PFT twice: on
> Contemporary Cars, Inc., sells and services cars in Maitland, Florida. Bob Berryhill, the dealership’s general manager, is responsible for the dealership’s overall operations. AutoNation owns the dealership, as well as over 200 other dealerships througho
> Beverly Ballard worked for the Chicago Park District. She lived with her mother, Sarah, who suffered from end-stage congestive heart failure. Beverly served as Sarah’s primary caregiver with support from Horizon Hospice & Palliative Care. The hospice hel
> C&D Services contracts with Ace Concessions, Inc., to service Ace’s vending machines. Later, C&D wants Dean Vending Services to assume the duties under a new contract. Ace consents. What type of agreement is this? Are Ace’s obligations discharged? Why or
> This diversity suit for breach of an insurance contract was dismissed on summary judgment, and the plaintiff’s Estate of Luster’s appeal presents issues of both contract interpretation and Indiana insurance law. Wavie Luster was a widow living alone in h
> Guido is the mother of two minor children. [Domingo] Martinez, the children’s father, died after he was run over by a car on July 8, 2001. Martinez was the victim of a hit-and-run accident. Guido, as personal representative of Martinez’s estate, retained
> Jeffrey Stambovsky signed a contract to buy Helen Ackley’s home in Nyack, New York. After the contract was signed, Stambovsky discovered that the house was widely reputed to be haunted. The Ackley family claimed to have seen poltergeists on numerous occa
> Plaintiffs Pavel Zissu and Aise Zissu bring suit [in this federal district court] against the owner of the property where they resided, IH2 Property Illinois, L.P. The Zissus claim that after a Cook County [Illinois] Sheriff turned over possession of the
> Gladys Piper died intestate (without a will). At the time of her death, she owned miscellaneous personal property worth $5,150 and had in her purse $206.75 in cash and two diamond rings. Wanda Brown, Piper’s niece, took the contents of her purse, alleged
> An investigation into allegations of sexual misconduct involving minors and Jerry Sandusky, former defensive coordinator for the Pennsylvania State University football team, led a grand jury to subpoena Gary Schultz. Schultz, a retired vice president of
> From 1999 through 2002, Todman & Company, CPAs, P.C., audited the financial statements of Direct Brokerage, Inc. (DBI), a broker-dealer in New York registered with the Securities and Exchange Commission (SEC). Each year, Todman issued an unqualified opin
> TransWeb, LLC, makes respirator filters made of nonwoven fibrous material to be worn by workers at contaminated worksites. At a filtration industry exposition, TransWeb’s founder, Kumar Ogale, handed out samples of TransWeb’s filter material. At the time, 3M
> Weyerhaeuser Company entered the Pacific Northwest’s hardwood lumber market in 1980. By 2000, Weyerhaeuser owned six mills processing 65 percent of the red alder logs in the region. Meanwhile, Ross-Simmons Hardwood Lumber Company operated a single compet
> Santonias Bailey was an employee of TitleMax of Georgia, Inc., in Jonesboro, Georgia. Bailey’s supervisor told him that TitleMax did not pay overtime, so he regularly worked off the clock. For example, on some Saturdays, he would work from 8:30 A.M. to 5
> Greg contracts to build a storage shed for Haney, who pays Greg in advance, but Greg completes only half the work. Haney pays Ipswich $500 to finish the shed. If Haney sues Greg, what will be the measure of recovery?
> Pipe fittings join together pipes and help direct the flow of pressurized water in pipeline systems. They are sold primarily to municipal water authorities and their contractors. Although there are several thousand unique configurations of fittings (diff
> As part of its implementation of the Clean Water Act, the Environmental Protection Agency (EPA) developed two sets of rules that apply to the cooling systems of power plants. Phase I rules require new power plants to restrict their inflow of water “to a l
> Duane O’Malley owned and operated Origin Fire Protection. Michael Pinski hired Origin to remove and dispose of 2,200 feet of insulation from a building Pinski owned in Kankakee, Illinois. The insulation contained asbestos, which Pinski, O’Malley, and O’M
> The taking of migratory birds is governed by the Migratory Bird Treaty Act (“MBTA”). The MBTA, which implements a series of treaties as federal law, prohibits the taking of any bird protected by those treaties unless and except as permitted by regulation
> I. Factual and Procedural Background [Keith Santangelo filed a complaint in a federal district court against Comcast Corporation, alleging a violation of the Fair Credit Reporting Act (FCRA).] Santangelo alleges that he contacted Comcast through the comp
> Lexmark International, Inc., sells the only style of toner cartridges that work with the company’s laser printers. Other businesses—known as remanufacturers—acquire and refurbish used Lexmark cartridges to sell in competition with the cartridges sold by
> POM Wonderful, LLC, makes and sells pomegranate-based products. In ads, POM touted medical studies claiming to show that daily consumption of its products could treat, prevent, or reduce the risk of heart disease, prostate cancer, and erectile dysfunctio
> I. BACKGROUND In the aftermath of the tragic terrorist attacks on September 11, 2001, Congress created the Transportation Security Administration [TSA] to shore up our nation’s civil aviation security. TSA is part of the U.S. Department of Homeland Secur
> Dr. Lyle Craker, a professor in the University of Massachusetts’s Department of Plant, Soil and Insect Sciences, applied to the Drug Enforcement Administration (DEA) for permission to register to manufacture marijuana for clinical research. He stated tha
> The Internal Revenue Service (IRS) is a sub agency of the U.S. Department of the Treasury. Responding to concerns about the performance of some paid tax-return preparers, the IRS issued a new rule. The rule required paid preparers to pass an initial cert
> Dana takes her roommate’s credit card without permission, intending to charge expenses that she incurs on a vacation. Her first stop is a gas station, where she uses the card to pay for gas. With respect to the gas station, has she committed a crime? If
> Dean Brothers Corp. owns and operates a steel drum manufacturing plant. Lowell Wyden, the plant superintendent, hired Best Security Patrol, Inc. (BSP), a security company, to guard Dean property and “deter thieves and vandals.” Some BSP security guards,
> Driving that train, high on cocaine, Casey Jones you better watch your speed. Trouble ahead, trouble behind, And you know that notion just crossed my mind. The Grateful Dead, Casey Jones, on Workingman’s Dead (Warner Bros. Records 1970). Although the rec
> Dolan Company specializes in professional services and business information from its base in Minneapolis, Minnesota. Discover Ready—a subsidiary of Dolan Company—performed litigation support [discovery management and document review services, including t
> Texas Gulf Sulphur Company (TGS) conducted aerial geophysical surveys over more than 15,000 square miles of eastern Canada. The operations indicated concentrations of commercially exploitable minerals. At one site near Timmins, Ontario, TGS drilled a hol
> Omnicare, Inc., a pharmacy services company, filed a registration statement in connection with a public offering. The statement expressed the company’s opinion that it was in compliance with federal and state laws. Later, the federal government accused Om
> This case involves a dispute over corporate action during a shareholder meeting of Appellee Sink & Rise, Inc., (Sink & Rise) a Wyoming corporation. Appellee James Caleb Case (Cale Case) was the only shareholder present at the meeting. He concluded that a
> Air Products and Chemicals, Inc., which provides gases and chemicals for industrial uses, made a tender offer of $70 per share for all of the shares of Airgas, Inc. The Airgas board of directors, which had expressed the view that the company’s stock was
> This opinion concerns the proposed settlement of a stockholder class action challenging Zillow, Inc.’s acquisition of Trulia, Inc. in a stock-for-stock merger. Shortly after the public announcement of the proposed transaction, four Trulia stockholders fi
> In 1930, Charles Guth became the president of Loft, Inc., a candy-and restaurant chain. Guth and his family also owned Grace Company, which made syrups for soft drinks. Coca-Cola Company supplied Loft with cola syrup. Unhappy with what he felt was Coca-C
> iStar, Inc., a Maryland corporation, promised to award shares of company stock to employees for their performance if the stock averaged a certain target price per share over a specific period. The stock price rose 300 percent, but the target was missed. T
> Dog House Investments, LLC, operated a dog “camp” in Nashville, Tennessee. Dog House leased the property from Teal Properties, Inc., which was owned by Jerry Teal, its sole shareholder. Under the lease, the landlord promised to repair damage from fire or
> Alison receives a notice of property taxes due from the local tax collector. The notice is for tax on Jerry’s property, but Alison believes that the tax is hers and pays it. Can Alison recover from Jerry the amount that she paid? Why or why not?
> Plaintiff [Loredana Pantano] slipped and fell on icy steps at an entrance to the [Newark] Museum, suffering injuries to her back. At the time, plaintiff was employed as an immigration attorney by La Casa de Don Pedro (La Casa), a nonprofit organization l
> Betty and Dennis Dowdy created the Dowdy Family Trust. The property of the trust comprised of two parcels of real estate. The trust document identified Betty and Dennis as the settlors, the initial trustees, and the initial beneficiaries. The trust documen
> Allison Reese and Nicole Newman were co-owners of ANR Construction Management, LLC. Following disputes over management of the company, Newman notified Reese in writing that she intended to dissolve and wind-up the LLC. Reese did not want to dissolve the
> Green Cab Taxi and Disabled Service Association LLC (“Green Cab”) is a taxi service company in King County, Washington. The operating agreement requires the members to pay weekly fees. Members who do not pay are in default and must return their taxi lice
> Donald Hodge was hunting in a deer stand when its straps—which held Hodge high up in a tree—failed. When the straps failed, Hodge and the deer stand fell to the ground, killing Hodge. Louisiana-based Strong Built International, LLC, was the maker and sel
> Valley View Enterprises, Inc., built Pine Lakes Golf Club and Estates in Trumbull County, Ohio, in two phases—Phase I and Phase II. Valley View Properties, Ltd., a limited partnership, cut out the roadways and constructed sewer, water, and storm-water li
> There are five LLPs [limited liability partnerships] at issue in this case: (1) CMH Management, LLP; (2) S.E. Management, LLP; (3) Bryant Hospitality, LLP; (4) Winners Circle Hospitality, LLP; and (5) SJS Management, LLP. At the time these LLPs were crea
> Walter Salmon negotiated a twenty-year lease for the Hotel Bristol in New York City. To pay for the conversion of the building into shops and offices, Salmon entered into an agreement with Morton Meinhard to assume half of the cost. They agreed to share
> Buddy House was in the construction business in Arkansas and Texas. For decades, he collaborated on projects with Holiday Inn Franchising, Inc. Their relationship was characterized by good faith—many projects were undertaken without written contracts. At
> After the trial, the judge issues a judgment that includes a grant of relief for Sue, but the relief is less than Sue wanted. Neither Sue nor Tom is satisfied with this result. Who can appeal to a higher court?
> Carol and Steve Wright owned All Professional Realty, Inc., and All Professional Hawaii Realty, Inc. The Wrights’ companies signed four franchise agreements with Century 21 Real Estate, LLC, to operate offices in Sacramento and Folsom, California, and Hon
> Julianne Gresh Predecessor operated Romper Room Day Care Romper Room, a childcare center, as a sole proprietorship for 12 years. Predecessor owed the Pennsylvania Department of Labor and Industry Office of Unemployment Compensation Tax Services Departmen
> Testator Marion E. Peterson died in 2008. She was survived by her two siblings [brother and sister], Arvin Peterson and Carolyn Peterson Basner. After testator’s death, Vasta Lucas, testator’s longtime companion and executor of testator’s estate, filed a
> In 1995, James Fitl attended a sports-card show in San Francisco, California, where he met Mark Strek, doing business as Star Cards of San Francisco, an exhibitor at the show. Later, on Strek’s representation that a certain 1952 Mickey Mantle Topps baseb
> Genesis Health Clubs, Inc., based in Kansas, operates health clubs. LED Solar & Light Company, based in Virginia, manufactures and sells LED lighting. LED Solar submitted a proposed contract “to furnish the replacement lamps for Genesis’s building” for $
> Plaintiffs allege that the defendants provided their customers (plaintiffs) with inferior, adulterated heating oil, i.e. that the fuel oil that was delivered to them contained oils of lesser value mixed into the ordered grade of fuel oil, so that the del
> Jose and Jessica Nunez, and Felipa Delrio, executed a note to America’s Wholesale Lender Countrywide Home Loans, Inc. together with a mortgage to buy property in Hallandale, Florida. The note and mortgage were assigned to One West Bank. The Nunezes and D
> Miracle Faith World Outreach, Inc., a religious corporation, was founded by Bobby and Christine Davis in 1964. The Miracle Faith World Outreach Church started with prayer meetings in Christine’s mother’s home in Stamford, Connecticut. As its numbers grew
> Moonmouth Co. SA bought stock in Carlyle Capital Corp., Ltd. (CCC), an investment fund, under a subscription agreement. Moonmouth was incorporated in the British Virgin Islands, and CCC was incorporated in Guernsey, a dependency of the United Kingdom. Ca
> Approximately 90 United States citizens (or the representatives of their estates) are attempting to collect on unsatisfied money judgments that they hold against the Islamic Republic of Iran for deaths and injuries suffered in terrorist attacks sponsored
> Sue uses her smartphone to purchase a video security system for her architectural firm from Tipton, Inc., a company located in a different state. The system arrives a month after the projected delivery date, is of poor quality, and does not function as a
> Evan Roberts purchased a used vehicle from Lanigan Auto Sales in September 2009. Roberts and Lanigan executed a purchase contract, which contained a clause stating the vehicle is “sold as is without any guarantee express or implied.” Following the purcha
> Nissan North America, Inc., makes and sells Infiniti autos, including a sport utility vehicle called the FX. According to Nissan, its marketing brochures for the FX contain many statements that are meant to convey “an overall image of a very refined vehi
> The defendant Christopher Jones met Andrea Woolston, a licensed realtor working as an independent contractor [for NRT New England, LLC, doing business as Coldwell Banker Residential Brokerage], in October 2010. The defendant expressed to Woolston a desir
> David and Sharon Welsh filed a voluntary Chapter 13 petition in a federal bankruptcy court. Their required schedules revealed the following assets: a home in Missoula, Montana, valued at $400,000, encumbered by a secured claim of $330,593.66; a Ford F-25
> Tusa Office Solutions, Inc., a subsidiary of Tusa–Expo Holdings, Inc., was the largest retail dealer in new furniture made by Knoll, Inc. A customer ordered Knoll furniture from Tusa Office, which ordered it from Knoll and delivered it to the customer. The
> Henry Anderson filed a voluntary petition in a federal bankruptcy court for relief under Chapter 11 of the Bankruptcy Code. The U.S. Department of the Treasury, through the Internal Revenue Service (IRS), filed a proof of claim against the bankruptcy estat
> Taser International, Inc., develops and makes electronic control devices, commonly called stun guns, as well as accessories for electronic control devices, including a personal video and audio recording device called the TASER CAM. Steve Ward was Taser’s
> The facts in this secured transaction case are not in dispute. Plaintiffs [Bradley Smith, on his own behalf and on behalf of the John J. Smith Revocable Living Trust] borrowed funds from defendant Firstbank Corporation in 2002; the notes to defendant wer
> Castellino Villas, LLC and Picerne Construction Corporation entered into an agreement in which Picerne would build an apartment complex called Castellino Villas at Laguna West project or property in the City of Elk Grove California the City. The project
> To finance a development project in Delaware, Brandywine Partners, LLC, borrowed $15.9 million from HSBC Realty Credit Corp. (USA). As part of the deal, Brian O’Neill, principal for Brandywine, signed a guaranty that designated him the “primary obligor” f
> The state in which Sue resides requires that her dispute with Tipton be submitted to mediation or nonbinding arbitration. If the dispute is not resolved, or if either party disagrees with the decision of the mediator or arbitrator, will a court hear the
> West Bank is a state-chartered Iowa bank. West Bank issues bank cards to its customers. Customers use their bank cards in one of two ways: automatic teller machine withdrawals (ATM withdrawals) or point of sale purchases (POS purchases). Customers may al
> Cassandra Demery worked as a bookkeeper at Clinton Georg’s business, Freestyle, until Georg discovered that she had embezzled more than $200,000 and had failed to pay $240,000 in state and federal taxes owed by Freestyle. Georg fired Demery and said that
> Envision Printing, LLC sued Bernie Evans in a Georgia state court, alleging that he defaulted on a promissory note. Evans moved for summary judgment, asserting that he was not personally responsible for the debt because he had signed the promissory note
> Plaintiff, Gregory Mills, and defendant, Robert Chauvin, are two experienced attorneys who shared both a friendship and a professional/business relationship. Those longstanding relationships deteriorated and gave rise to this action. The parties formed a
> This appeal concerns real property owned by the defendant [Success, Inc.] and known as 520 Success Avenue property. That property is partially situated in Stratford and partially situated in Bridgeport Connecticut. The defendant executed a promissory not
> Tonya Bass signed a note with Mortgage Lenders Network USA, Inc., to borrow $139,988, repayable with interest in monthly installments of $810.75, to buy a house in Durham County, North Carolina. The note was transferred by stamped imprints to Emax Financ
> Barbara Bauman and twenty-one other residents of Argentina filed a suit in a federal district court in California against Daimler AG, a German company. They alleged that Mercedes-Benz (MB) Argentina, a subsidiary of Daimler, had collaborated with state s
> AAA North Jersey, Inc., contracted with Five Star Auto Service to perform towing and auto repair services for AAA. Terence Pershad, the driver of a tow truck for Five Star, responded to a call to AAA for assistance by the driver of a car involved in an a
> Tammy Herring and Stacy Bowman signed an agreement titled “Bill of Sale—Purchase Agreement” involving a horse named Toby. The agreement defined Herring as the “buyer” and Stacy and Gregory Bowman, who owned Summit Stables in Puyallup, Washington, as the “
> In 1987, Kerstin Lindholm of Greenwich, Connecticut, bought a silkscreen by Andy Warhol titled Red Elvis from Anders Malmberg, a Swedish art dealer, for $300,000. In 1998, Lindholm lent Red Elvis to the Guggenheim Museum in New York City for an exhibitio
> After World War II, several Nazis were convicted of “crimes against humanity” by an international court. Assuming that these convicted war criminals had not disobeyed any law of their country and had merely been following their government’s orders, what
> This is a contract dispute between plaintiff VLM Food Trading International, Inc., a Canadian agricultural supplier and Illinois Trading Company, an Illinois produce reseller. VLM sold frozen potatoes to Illinois Trading through nine separate transaction
> On May 24, 2010, plaintiffs Marc and Bree Kohel entered into a sales contract with defendant Bergen Auto Enterprises, L.L.C. d/b/a Wayne Mazda Inc. (Wayne Mazda), for the purchase of a used 2009 Mazda. Plaintiffs agreed to pay $26,430.22 for the Mazda an
> Carrianne Baird and the other sixty-one plaintiffs-appellants are former students in the registered nursing program of defendant-appellee, Owens Community College. The college lost its accreditation from the National League for Nursing Accreditation Comm
> Scott Harvard was a senior executive officer of Hampton Roads Bank shares, Inc. (HRB), headquartered in Virginia Beach, Virginia. Harvard’s employment contract included a “golden parachute”—a payment of approximately three times his average annual compens
> The plaintiff, Jacob & Youngs, Inc., was a builder that had contracted with George Kent to construct a country residence for him. A specification in the building contract required that “all wrought-iron pipe must be well galvanized, lap welded pipe of th
> In 1980, Dale Bozzio, Terry Bozzio, and Warren Cuccurullo founded the band Missing Persons. As the band’s front woman, Dale Bozzio personified the sound and the look of the new wave scene in 1980s Los Angeles. Capitol Records signed the band and the indi
> NYKCool A.B., based in Stockholm, Sweden, provides maritime transportation for hire. It is a subsidiary of NYK Reefers Limited, which operates as a subsidiary of Nippon Yusen Kabushiki Kaisha, one of the world’s largest shipping companies. NYKCool has a
> Edward Hosch entered into four loan agreements with Citicapital Commercial Corporation to finance the purchase of heavy construction equipment. A few months later, Citicapital merged into Citicorp Leasing, Inc., which was then renamed GE Capital Commercia
> Peter Fazio began talks with Cypress/GR Houston I, LP, to buy retail property whose main tenant was a Garden Ridge store. In performing a background investigation, Fazio and his agents became concerned about Garden Ridge’s financial health. Nevertheless,
> Russell and Sally Kiker own a house on 134.5 acres in Newton County Arkansas. On January 26, 2012, Mona Sloop contracted to purchase the house and the land for $850,000. The contract contained the following down payment provision: The nonrefundable down
