Swaps are Nothing But Contracts... Right Now
by Paul B. Uhlenhop, senior partner, and
Lawrence Page associate
Lawrence, Kamin, Saunders & Uhlenhop
208 South LaSalle St.
Chicago, Illinois 60604
(312) 372-1947
| Although the SEC and CFTC arguably have skirted the issue in recent years,
a federal court last May in Proctor & Gamble Co. v. Bankers Trust
Co.3 went out of its way to issue the first
judicial opinion on a lingering question—What are swaps, anyway: securities,
commodities, or, instead, some other, heretofore unregulated financial
instrument? The parties’ 11th and 1/2 hour settlement prior to the judge
issuing his ruling in the Proctor & Gamble case did not dissuade
the court from issuing its arguably moot but nonetheless well-reasoned opinion
on the scope of the federal securities and commodities laws, as well as the
two pertinent state regulatory schemes. At the very least, it provides the
first illustration of how a court, not a regulatory body, views the issue.
The court essentially rejected all but one of Proctor & Gamble’s claims, holding that the swap agreements did not fall under the federal securities or commodities laws, nor did they fall under Ohio’s Blue Sky law, but that the issuer of the swap, Bankers Trust Company, owed a duty of good faith under New York State Commercial Law. Although granting a momentary victory to Bankers Trust Company on the “weightier” issues regarding the applicability of the pertinent federal laws, the court’s holding regarding New York Commercial Law might open such agreements to liability greater than ever before contemplated, and greater than if the court found them subject only to one of the federal regulatory schemes.
Swaps
Defined Swap agreements are a recently-developed form of derivative transactions whereby two parties agree to “swap” cash flows over a period of time, with each cash flow “derived” from any market index defined in the swap agreement, based on a notional value which never actually changes hands.4 The indexes that determine the amount of cash exchanged can be as simple a fixed interest rate or a variable interest rate like the current prime rate, or as complex as algebraic formulas that combine, enhance, or diminish any number of other market indexes, oftentimes the value of a security or combination of securities.5 Although firms such as BT tend to design and “market” such swaps to customers who need to hedge against certain market risks, and although industry groups such as the International Swap Dealers Association, Inc. (ISDA) have drafted standard forms for swaps, swaps currently tend to mostly be custom-made to the preferences of the counter-party/customer, depending on the market forces against which the counter-party/customer wishes to hedge. In the current marketplace, swap agreements rarely involve unsophisticated investors directly if only because the contract and negotiation fees on any swap agreement requires cash or equity that unsophisticated investors do not have and because unsophisticated investors do not develop portfolios complex enough to call for hedging with swaps. Although the concept of a swap is somewhat simple, the formulas imbedded into the agreements often become so mathematically complex, and depend on so much variable financial data, that calculating and keeping track of the current value of one or both of the cash flows in a swap often requires sophisticated computer models that crunch a variety of financial data in uniquely complex ways. In addition, sometimes the formulas from which a cash flow derives involves formulas that multiply a minor fluctuation in any of the particular index or indexes imbedded in the swap into a vast change in the amount of cash exchanged. This enhanced variation between the flux of the market force and the multiplied effect on the cash flow in the swap agreement, combined with the complexity of the formulas imbedded into swap agreements, has produced much of the litigation arising from swap agreements, including the suit between Proctor and Gamble and Bankers Trust.
Factual Background of the Proctor & Gamble
case In the Proctor & Gamble case, the series of swap agreements began in January 1993 with a standardized swap—and incorporated Schedule and written confirmations—drafted by the ISDA. By the fall of 1993, BT and P & G began to negotiate the terms of a custom-made swap, known as the “5s/30s swap,” in which BT agreed to pay a fixed rate of 5.3% on a notional amount of $200 million for five years in exchange for P & G agreeing to pay BT a floating interest rate based on a certain formula for the first six months, and another formula for the next four and one-half years.6 In January 1994, BT and P & G re-negotiated the 5s/30s swap, and negotiated a second swap known as the “DM” swap, under which BT paid P & G a cash flow based on an essentially fixed interest rate of a notional amount in exchange for P & G paying BT a cash flow based on a a variable rate of a notional amount that varied according to a formula that enhanced the fluctuations in the value of the German Deutschemark.7 The formulas in the DM swap that determined P & G’s obligation changed after the first year to a another of two possible formulas, depending on the market for Deutschemarks at the end of the first year. Before the end of the term of these swaps, P & G “unwound” them because interest rates in the U.S. and Germany had increased significantly so as to not make the swaps such a good idea, after all, in hindsight. After unwinding the swaps, BT claimed that P & G owed BT a net of over $200 dollars under the agreements.8 To avoid paying the claimed indebtedness, P & G sued for declaratory judgment that BT had violated the federal securities laws, the Commodity Exchange Act, the Ohio Blue Sky Laws, the Ohio Deceptive Trade Practices Act, and that BT had breached its fiduciary duty, engaged in common-law fraud, and breached its duty of good faith and fair dealing under New York’s U.C.C. section 1-203.9
Federal Securities
Laws The court’s opinion regarding whether the swaps fell under the federal securities laws perhaps provided the most eagerly-awaited answer of all the “What are swaps?” questions. Regarding the federal securities laws, P & G claimed that the swap agreements constituted the following five of the enumerated instruments in the definition of a security: 1) investment contracts; 2) notes; 3) evidence of indebtedness; 4) options on securities; and 5) instruments commonly known as securities.10 Although it addressed each claim separately, the court noted that the courts have clearly held that “instruments commonly known as securities” must meet the test for an “investment contract,”11 and that any “evidence of indebtedness” must meet the requirements for “notes.”12 The court thereby condensed P & G’s five categories into three. The court also tried to limit its holdings to the particular swaps at issue in the Proctor and Gamble opinion. The court noted, “I do not determine that all leveraged derivative transactions are not securities, or that all swaps are not securities. Some of these derivative instruments, because of their structure, may be securities.”13 Nonetheless, given the court’s reasoning and the current industry context under which most swap arrangements are developed, the court’s holdings do provide more of a general answer to the question than the court might have suggested or suspected.
Investment Contracts / Instruments Commonly Known
As
Securities The key part of the decision with regard to the federal securities laws is whether the swap agreements constitute investment contracts, the most ubiquitous, catch-all category in the definition of a security, which, indeed, one of the authors has argued should become the sole test for whether an instrument constitutes a security.14 The court applied the seminal Howey test for an investment contract to the swaps: a person holds an investment contract if and only if (1) he invests money, (2) in a common enterprise, (3) expecting profits, (4) derived solely from the efforts of others.15 The court directly held that swaps such as the ones in the Proctor & Gamble case lack at least the commonality element. P & G argued that it committed assets to BT’s derivatives business, essentially attempting to bootstrap the individually-negotiated contracts into a common enterprise by combining the swaps with all of the other individually-negotiated swap agreements into which BT entered: the common-enterprise being BT’s derivatives business. In another section of the opinion rejecting P & G’s the Ohio Blue Sky Laws, the court appropriately rejected a similar bootstrapping argument as follows: “This argument misses the point--the funds invested must be used in the venture being promoted. P & G was not investing in BT’s business, nor was BT offering P & G profits from its derivatives business. How BT hedged its swaps, whether individually or on a portfolio basis, is immaterial to whether P & G would profit or lose in its swaps. P & G knew that the performance of the swaps was wholly dependent on the value of Treasury Notes and bonds and the German Deutschenmark. P & G’s fate on its swaps was not dependent on how well or poorly BT hedged those swaps.”16 Although not specifically emphasized, this quote also reveals the court’s opinion that the swaps in the Proctor & Gamble case do not constitute an investment of money, either. It also emphasizes that the court viewed the swaps as creating pure performance obligations no different than other routine commercial contracts that solely create performance obligations on either side of the contract. The mere fact that the performance involved exchanging money did not alter the fact that the parties individually negotiated their obligations under these contracts, and that both parties held the bargaining power to undertake or reject any contractual obligation, unlike investors who pool their money in a common enterprise and lack the bargaining power to accept or reject certain obligations.
Notes / Evidence of
Indebtedness Having concluded that the swaps do not constitute investment contracts (and thereby did not constitute an “instrument otherwise known as a security”), the court moved on to whether the swaps constituted notes, applying the “family resemblance” test pronounced in Reves v. Ernst & Young.17 After finding that the notes did not constitute investment contracts, it should not come as too much of a surprise that the court found that the swaps did not constitute notes (or evidences of indebtedness), because, as some commentators have noted, Reves essentially took the Howey elements of an investment contract and repeated them as factors in determining whether an instrument constitutes a note.18 The only difference lies in the analytically sloppy fact that the Howey test involves elements whereas the Reves test involves mere factors. Whereas lacking an essential element of the essentially identical tests entails that an instrument is not an investment contract, the same instrument might theoretically have none of the enumerated factors of the Reves test and still constitute a note because it is amorphously “close enough” and bears enough of a “family resemblance” to each factor. The court in Proctor & Gamble did not bring some of the commentators’ fears to life because it emphasized essentially the same missing factors as equally dispositive: the lack of an investment incentive, and the individually-negotiated nature of the transaction.19 First, regarding the distinction between investment and commercial purposes for which the parties entered into the deal--the analogue to the “investment of money” prong of Howey--the court noted that “BT’s motive [for the transaction] was to generate a fee and commission, while P & G’s expressed motive was, in substantial part, to reduce its funding costs. These motives are tipped more toward a commercial than investment purpose.”20 Thus, again, because P & G did not “invest” its money in BT so much as enter into a contract for commercial reasons, the swaps were not notes. Second, regarding determining whether the plan of distribution involves common trading for speculation or investment--similar to the “commonality” element of the Howey test--the court once again emphasized the fact that “[t]he 5s/30s and DM swaps were customized for Proctor and Gamble; they could not be sold or traded to another counterparty without the agreement of BT. They were not part of any kind of general [common] offering.”21 This reasoning highlights again the fact that the swaps were individually-negotiated, one-on-one contracts between parties with equal bargaining power, not standardized investment contracts/notes that any investor may purchase and trade. Third, turning to the expectations of the public as to whether swaps are securities--a factor that arose in post-Howey cases regarding how to interpret the Howey elements--the court appropriately noted that the applicable sector of the public is not the public at large but the sector of the public that enters into swap agreements. Because “P & G knew full well that its over-the-counter swap agreements with BT were not registered with any regulatory agency,” the court found that the swaps lacked the third factor in Reves.22 Fourth, regarding the presence of other risk-reducing regulatory schemes--another development in the post-Howey cases--the court held that although no other risk-reducing regulatory schemes exist to the swaps at issue, the fact that the swaps lacked the first three factors entailed that they were not notes under the family resemblance test.23 Finally, although the court separately addressed the “notes” claim24 from the “evidence of indebtedness” claim,25 it is hard to see why the court did so because the court’s “evidence of indebtedness” analysis sums up into one sentence: “The test for whether an instrument is within the category of `evidence of indebtedness’ is essentially the same as whether an instrument is a note.”26 Nonetheless, the court did pertinently add that it rejected P & G’s argument that the swaps constituted a non-note evidence of indebtedness “in large part because **** [s]wap agreements do not involve the payment of principal; the notional amount never changes hands.”27 Fortunately, the court left this point for the end of its discussion on notes and evidence of indebtedness, because this somewhat common-sense aspect of notes--and the fact that swaps lack it--might have simply short-circuited the entire discussion on notes if the court had discussed it earlier.
Options Two significant points came out of the court’s discussion of swaps as options: first, how it treated two prior SEC orders regarding similar BT swaps; and, second, its conclusion that swaps are not options. First, it subtly rejected two SEC orders regarding similar BT swaps in which the SEC concluded that the swaps were securities, but only because they had securities imbedded in them as the basis for one or both of the cash flows in the swap. The court avoided directly rejecting the SEC’s view, and only alluded in a parenthetical to a citation that administrative findings hold no precedential authority.28 Id. at *10. The court also referred to unspecified “differences” between the P & G swaps and the swaps discussed in the SEC Orders. But the court’s conclusion that the swaps in this case were not securities applies equally to the swaps in the Proctor & Gamble case as it does to the swaps discussed in the SEC Orders. In all cases, “the[] swaps were exchanges of interest payments; they d[o] not give either counterparty the right to exercize an option or to take possession of any security. Neither party could choose whether or not to exercize an option; the stream of interest payments was mandatory.”29 Despite the court’s attempt to pay deference to the SEC’s published Orders, there is no escaping the breadth of its reasoning: swaps do not constitute options because they do not give any party the right to take possession of anything but their cash flow and they did not give either party the ability to permissively “opt out”. Thus, the court concluded that the P&G/BT swaps did not constitute securities. After emphasizing the fact-specific nature of this finding, and after rejecting Proctor & Gamble’s Ohio Blue Sky Law claims for the same reasons it rejected Proctor & Gamble’s federal securities law claims,30 the court then turned to the Federal Commodities’ Act claims.
Federal Commodities
Laws In a four-part analysis, the court came to and repeated essentially two conclusions: first, that the CFTC had exempted the swaps in this case from all but the antifraud provisions of the Commodities Exchange Act (CEA); and second, that none of the three antifraud provisions applied because the swaps were individually negotiated with BT and P & G acting as principals to an agreement and because the CFTC antifraud reguations applies only to CFTC enforcement actions and do not give rise to private right of action. Regarding the first conclusion, the court concluded that the swaps met the four conditions in the exemption the CFTC created for swaps.31 First, both BT and P & G constituted “eligible swap participants” as either a bank, trust company, or corportion with total assets over $10 million. Second, the swaps were also customized, non-fungible, and nontransferable without permission. Third, the creditworthiness of both parties was a material consideration of both parties’ decision to enter into the agreement. Fourth, the swap did not trade on an exchange. Having decided that the swaps fell within the CFTC’s safe harbor for swaps, the court then turned to whether the antifraud provisions of the CEA applied to the swaps at issue. The court used the same reasoning in determining whether section 4b and section 4o applied: whether BT acted as P & G’s broker or agent, or instead acted as an independent principal party to the swap agreement. Regarding section 4b, the court concluded that because BT did not act “on behalf of” P & G, it did not act as P & G’s broker, and thus could not incur Section 4b liability. “BT was not acting for or on behalf of P & G as that relationship is generally construed in the customer-broker context. As counterparties, P & G and BT were principals in a bilateral contractual agreement.”32 Regarding section 4o of the CEA covering commodities investment advisors, the court similarly held that BT did not act as P & G’s investment advisor, in part because P & G employees “used their own independent knowledge of market conditions in forming their own expectation as to what the market would do in the *** swaps.”33 Finally, regarding the applicability of CFTC regulations in private lawsuits, the court noted a split of authority, and then simply concluded without analysis that “the better reasoned rule of law” stated that CFTC regulations applied only to CFTC enforcement actions, and did not give rise to a private right of action.34 Significantly, in addressing all three anti-fraud claims, and by its own admission, the court completely avoided the underlying issue of whether the instruments, themselves, fell under the federal commodities laws. Indeed, after noting that the CFTC had not taken a position regarding whether swap agreements, themselves, constituted futures contracts, the court noted that “this opinion does not decide that issue,”35 mostly because the court found a way to dismiss P & G’s claims without doing so. Instead, the court focused on whether the parties (namely, the plaintiff) fell within the scope of the commodities laws’ anti-fraud protections. Because they did not, the court did not even address the underlying question of whether the swap agreements, themselves, fall under the federal commodities laws.
Ohio
Law Although the court spent some time discussing the Ohio law that P & G invoked, little of value resulted. First, regarding the Ohio Blue Sky Laws of which the parties could not contract out, the court rejected any claim that P & G had invested in a business enterprise by entering into the swap agreements so as to invoke the Ohio Securities Laws for reasons that mirrored why the court found that the swaps did not constitute a security under the federal securities laws.36 As noted above,37 the court appropriately rejected P & G’s bootstrapping argument that the swap agreement constituted an “investment” in BT’s derivative business. Not only did BT’s obligation under the contract have nothing to do with the success or failure of such an enterprise, but such reasoning would also “bootstrap” a security out of any contract that involves money when one of the parties is a business and payment depends in a loose way upon the business’ general liquidity.38 Second, regarding P & G’s claim that the swaps violated the Ohio Deceptive Trade Practices Act, the court simply held that this Act did not apply because the agreement had specifically chosen New York law as the applicable law.39
New York Commercial & Contract
Law After soundly rejecting all of the complexities of federal and state securities and commodities laws out of which P & G attempted to create a duty owed by BT, the court turned to perhaps the simplest and most fundamental principles of contract law: the general duty provisions of Article 1 of the UCC, and the duty of good faith and fair dealing adopted in section 205 of the Restatement (Second) of Contracts, both of which have become a part of New York Law. The court first rejected P & G’s claim based on New York law that BT owed a fiduciary duty to P & G, emphasizing once again that BT and P & G were two parties to an “arms-length” agreement, and that New York caselaw established that “No fiduciary relationship exists *** where the two parties were acting and contracting at arm’s length.”40 The court also rejected P & G’s claims of negligent representation and negligence because “[u]nder New York caselaw, there is no cause of action for negligent misrepresentation in the absence of a special relationship of trust of confidence between the parties.”41 However, the court arrived at a different conclusion regarding the novel albeit obvious duties of good faith and fair dealing imposed by U.C.C. Section 1-203 and Section 205 of the Restatement (Second) of Contracts. The court noted that under New York law, such a duty arises “where 1) a party has superior knowledge of certain information; 2) that information is not readily available to the other party; and 3) the first party knows that the second party is acting on the basis of mistaken knowledge.”42 The court also noted that such a duty might arise even in the absence of the third condition.43 The court accordingly concluded that P & G did allege sufficient facts to survive a motion to dismiss on this sole count. However, the court also noted the stricter burden of proof—clear and convincing evidence as opposed to preponderance of the evidence—and a stricter standard of interpreting the evidence that “forbids the awarding of relief `whenever the evidence is loose, equivocal or contradictory.” 44 These standards would make such a claim more difficult to prove. Nonetheless, the fact that the court discussed and rejected all the more-complex legal arguments and then brought the discussion back to Contracts 101--by holding that the ubiquitous UCC duty of good faith and fair dealing imposed a duty that perhaps requires more than any of the more complex legal theories--might very well prove humbling to some who arguably had made the issue more complex than it need be. All of the alleged transgressions by BT detailed in the prior SEC/CFTC consent decrees—including the quotes from BT managers who admitted during internal phone conversations that they were bilking some of their swap customers who did not have the computer models and thus could not precisely know the current obligations under the agreement—speak more about a swap firm generally misleading the other party to the deal both at the outset and during performance by taking arguably unfair advantage of the fact that, almost by design, only BT could accurately calculate the actual present obligations of the swaps. These alleged transgressions do not reveal “bad stuff” unique to the securities or commodities context that requires the protections tailored to protecting the integrity of the securities or commodities markets. They instead pertain to one party allegedly negotiating deals where only it knows where the deal stands throughout the term of the deal, and then completely misleading the other party contrary to general and even fairly lenient principles of good faith and fair dealing. In short, one might say that by applying only the duty of good faith and fair dealing to swap agreements, the court merely took a legal superhighway through a city of complex, dead-end streets to get to the point where most critics of unregulated swap transactions wanted to go by taking those dead-end city streets in the first place.
Further Comments &
Conclusion Although not technically dispositive as express “elements,” the court’s perception of the parties obviously framed the court’s decision regarding the securities and commodities law claims. In rejecting all but one of P & G’s claims, the court repeatedly emphasized the custom-made nature of the swaps as well as the sophistication of both parties. Although BT was in the business of making and following swaps, the court took especial note that P & G was no stranger to the financial markets and to the risks associated in them. This context dispelled any notion of BT preying upon a helpless counterparty, even if that counterparty was somewhat less savvy regarding how sensitive BT had gauged the customer’s obligation under the swap agreements. As such, these factors might very well become the unwritten rules that explain why a court might rule one way or another. Although the Proctor & Gamble case does provide the answer that swap dealers have sought for years that the federal securities and commodities laws do not apply to individually-negotiated swaps between sophisticated parties, companies that deal in swaps should not breathe a sigh of relief for three equally-significant reasons. First, it is just one court, and a District Court at that, which issued what arguably became an advisory opinion because it came after the parties had settled the case. Second, the generic duty of good faith and fair dealing certainly imposes upon such dealers many of the very obligations that these dealers have avoided undertaking for years, and might very well impose even greater, less-well-defined duties of disclosure than the federal securities or commodities laws impose. At the very least, such firms have become accustomed to complying with the federal securities and commodities laws, and they might very well find themselves hit unaware of unknown, lurking duties lying beneath the many bridges they cross in the process of negotiating and performing a swap agreement. Finally, the holding was rather fact-specific and did not provide so much an absolute answer to whether swaps fall under the securities or commodities laws as a contextual answer that applies to most swaps in the current swaps market. The court’s view of swaps would likely change, for instance, if swaps take the same path that options did two decades ago by becoming standardized agreements that can trade on the open market or an exchange that includes unsophisticated investors. Certainly then, by either judicial construction or by outright legislative amendment, swaps will become just as regulated as options, futures, stocks, or any other security or commodity. But under the current context, the Proctor & Gamble case makes it more clear that swap agreements do not constitute securities, even though they do impose upon a swap dealer certain generic, contractual duties of good faith and fair dealing.
|
||||
| Footnotes
3. 925 F. Supp. 1270, Fed. Sec. L. Rep. P 99,229, Comm. Fut. L. Rep. 26,700, 1996 WL 249435 (S.D. Ohio 1996) 4. Proctor & Gamble, 925 F. Supp. at 1275. A derivative is a bilateral contract or agreement to exchange payments whose value “derives” from the value of an underlying asset, reference rate or other index. Id., citing Global Derivatives Study Group of the Group of Thirty, Derivatives: Practices and Principles 28 (1993).
5. For example, a swap agreement might exchange a cash flow based on a fixed
interest rate for a cash flow based on the value of a stock or commodity.
A swap might also exchange a cash flow based on a security for a cash flow
based on a formula that combines the changing value of several different
securities and then enhances the effect to multiply or reduce the change.
6. Proctor & Gamble, 925 F. Supp. at 1276, 1996 WL at *4. 7. Id. 8. Id. at 1277 9. Id. at 1274 10. Id. at 1277 11. Id. at 1282-83 12. Id. at 1280 13. Id. at 1283 14. See Lawrence Page, Even After Reves, Securities Do Not Have Families: Returning to Economic and Legal Realities Through a Connotative Definition of a Security, 1992 U. Ill. L. Rev. 249. 15. Proctor & Gamble, 1278, citing SEC v. Howey, 328 U.S. 293, 295, 66 S. Ct. 1100, 1102-03 (1946). 16. Id. at 1283 17. 494 U.S. 56, 64-67, 110 S. Ct. 945, 950-52 (1989). 18. See Page, supra note 10 at 291; James D. Gordon, Interplanetary Intelligence About Promissory Notes as Securities, 69 Tex. L. Rev. 383, 403 (1990); Marc I. Steinberg, Notes As Securities: Reves and Its Implications, 51 Ohio St. L.J. 675, 679 (1990). 19. Proctor & Gamble, 925 F. Supp. at 1279-80. 20. Id. at 1279 21. Id. 22. Id. 23. Id. at 1279-80 24. Proctor & Gamble, 925 F. Supp. at 1278-80. 25. Id. at 1280 26. Id. 27. Proctor & Gamble, 925 F. Supp. at 1280. 28. Id. at 1281 29. Id. at 1282 30. See text accompanying notes 34-37. 31. Proctor & Gamble, 925 F. Supp. at 1285, citing 17 C.F.R. §§ 35.1(b) & 35.2. 32. Id. at 1286 33. Id. at 1287 34. Id. at 1288 35. Id. at1284 36. see Id. at 1283-84 37. See text accompanying note 14. 38. See Proctor & Gamble, 925 F. Supp. at 1283-84. 39. Id. at 1289 40. Id. at 1289, quoting, Beneficial Commercial Corp. v. Murray Glick Datsun, Inc. 601 F. Supp. 770, 772 (S.D.N.Y. 1985). 41. Id. at 1291, quoting Banque Arabe et Internationale D’Investissement v. Maryland National Bank, 819 F. Supp. 1282, 1292 (S.D.N.Y. 1993), aff’d 57 F. 3d 146 (2d Cir. 1995). 42. Proctor & Gamble, 925 F. Supp. at 1290, citing Banque Arabe et Internationale D’Investissement v. Maryland National Bank, 57 F. 3d 146 (2d Cir. 1995). 43. Proctor & Gamble, 925 F. Supp. at 1290, citing Unigard Sec. Ins. Co, Inc. v. North River Ins. Co., 4 F.3d 1049 (2d Cir. 1993); Allen v. West Point Pepperell, Inc., 945 F.2d 40 (2d Cir. 1991); Carvel Corp. v. Diversified Management Group, Inc., 930 F. 2d 228 (2d Cir. 1991); Young v. Keith, 112 A.2d 625, 492N.Y.S.2d 489, 490 (N.Y.A.D. 3 Dept. 1985); Haberman v. Greenspan, 82 Misc. 2d 263, 368 N.Y.S.2d 717 (N.Y. Sup. 1975) 44. Proctor & Gamble, 925 F. Supp. at 1291.
|
||||
| All Contents Copyright © 1997 - Reprinted
with permission. All Rights Reserved
|
Paul B. Uhlenhop
Lawrence Page
Lawrence Kamin Saunders & Uhlenhop
208 South LaSalle St.
Chicago, Illinois 60604
312-372-1947
