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Alna Capital Associates v. Wagner

532 F. Supp. 591 (1982)

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Alna Capital Associates v. Wagner

United States District Court for the Southern District of Florida

532 F. Supp. 591 (1982)

Facts

Alna Capital Associates (Alna) (plaintiff) was a limited partnership with one asset: stock of a company called Watsco. Alna purchased 38 percent of Watsco’s stock. Watsco was owned by William Wagner (defendant). One of the reasons Alna was interested in Watsco was Chargefaster, Watsco’s refrigeration product for which it had sought a patent. Chargefaster was a major contributor to Watsco’s earnings and would continue to be if patented. Prior to Alna’s stock purchase closing, Watsco’s patent application was rejected because the Chargefaster product was not novel and at least four other companies had produced similar products. Wagner did not inform Alna about the patent rejection until well after the final closing. Alna filed a securities-fraud action against Wagner, alleging that Wagner violated § 10(b) of the Securities Exchange Act of 1934 by making fraudulent and material misrepresentations in connection with Watsco’s sale of stock. Specifically, Alna alleged that Watsco should have told Alna about the patent rejection. Alna also took issue with Watsco’s financial statements and profitability estimates. The court conducted a bench trial.

Rule of Law

Issue

Holding and Reasoning (Spellman, J.)

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