Vacold LLC v. Cerami’s Empirical Analysis
545 F.3d 114 · 2008
Citation profile
7 federal appellate · 3 district · 4 state decisions
How this case has been cited
Cited by 59 later decisions — most recently April 2022 · most notably Loreley Financing (Jersey) No. 3 Ltd. v. Wells Fargo Securities, LLC (2015), Securities & Exchange Commission v. DiBella (2009)
7 federal appellate · 3 district · 4 state decisions
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Applies 15 U.S.C. § 78C (§ 3 of the Securities Exchange Act of 1934) · 15 U.S.C. § 78J (§ 10 of the Securities Exchange Act of 1934) · 15 U.S.C. § 78T (§ 20 of the Securities Exchange Act of 1934)
Relies on Celotex Corporation v. Catrett H · Chiarella v. United States · Securities & Exchange Commission v. Texas Gulf Sulphur Co. · In Re Time Warner Inc. Securities Litigation · Harsco Corporation v. Segui Mhc Dkm-Mlp & II Lp
Most-quoted passages
The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 59 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“when the parties to the transaction are committed to one another,”
2 later decisions quote this exact passage · from the majority“to determine if an agreement is a Type I preliminary agreement [courts must consider] (1) whether there is an expressed reservation of right not to be bound in the absence of a writing; (2) whether there has been partial performance of the contract; (3) whether all the terms of the alleged contract have been agreed upon; and (4) whether the agreement at issue is the type of agreement that is usually committed to writing, ... [and] to determine if an agreement is a Type II preliminary agreement [courts must consider] (1) whether the intent to be bound is revealed by the language of the agreement; (2) the context of the negotiations; (3) the existence of open terms; (4) partial performance; and (5) the necessity of putting the agreement in final form, as indicated by the customary form of such transactions.”
1 later decision quote this exact passage · from the dissent“If a preliminary agreement contains “no issues outstanding that were perceived by the parties as requiring negotiation, their agreement should be seen as a[] Type I binding obligation,” Shann, 84 F.3d at 82 , notwithstanding that the parties may intend to memorialize their understanding in more formal documents, Adjustrite, 145 F.3d at 548 . But if, in contrast, the parties enter into a preliminary agreement perceiving that open issues remain to be worked out and intending simply to bind themselves to good-faith efforts at further negotiation, then the preliminary agreement, if an agreement at all, is a type II obligation. Id.”
1 later decision quote this exact passage · from the majority
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.