Stratmore v. Combs’s Empirical Analysis
1989
Citation profile
2 federal appellate ·
Relationships
Applies 15 U.S.C. § 77K (§ 11 of the Securities Act of 1933) · 15 U.S.C. § 77N (§ 14 of the Securities Act of 1933)
Relies on Wagner v. Benson · Michael-Regan Co. v. Lindell · Samuels v. Wilder · 715 F. Supp. 1512 - Barnebey v. E.F. Hutton & Co. · Zissu v. Bear, Stearns & Co.
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 3 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“Sellers should not be absolutely barred from enforcing by indemnity agreements the warranties and representations made by buyers. However, as the Zissu court stated, if those indemnity provisions are to include defendants’ attorneys’ fees incurred in suit by buyers for securities laws violations, such an inclusion should be very clear. Defendants here argue that this indemnity clause explicitly mentions attorneys’ fees, unlike the one in Zissu. Therefore, defendants believe that this indemnity provision was specific. However, the reasoning in Zissu went beyond the mere presence or absence of the words “attorneys fees” in the clause. The court pointed out that the main purpose of the warranties and representations was to protect the private placement exemption, as it is here. In that context, plaintiffs had little reason to anticipate that the indemnity provision would apply to suits by the buyers themselves against the sellers for securities act violations.”
1 later decision quote this exact passage · from the majority“[T]he warranties in question were necessary to exempt the limited partnership from the requirements of the 1933 Act and are so understood by investors. That being the case, the parties had little reason to expect that such warranties might also be the basis for the counterclaim made in the present case. Thus, although New York courts have held that contractual indemnity provisions for attorneys’ fees will be enforced, and broad indemnification provisions like the one here should be read to extend to such fees ... a higher level of specificity is required when attorneys’ fees are being assessed against a plaintiff suing for securities fraud.”
1 later decision quote this exact passage · from the majority“The Subscriber hereby agrees to indemnify and hold harmless the Company, the Sellers and agents of each of them from and against any losses, claims, damages, liabilities, expenses (including attorneys’ reasonable fees and disbursements), judgements [sic] and amounts paid in settlement resulting from the untruth of any of the warranties —”
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.