Rainmaker International, Inc. v. Seaview Mezzanine Fund, L.P.
United States District Court for the Southern District of Georgia
2011 U.S. Dist. LEXIS 22348 (2011)

- Written by Douglas Halasz, JD
Facts
Studio One (defendant) entered into an agreement with Great Eastern Securities (GES) in which GES agreed to provide investment-advisory services to Studio One in exchange for shares of Studio One stock. Studio One issued a stock certificate to GES that contained a restrictive legend indicating that the shares had not been registered under the Securities Act of 1933 and requiring a transferee to either provide Studio One with an opinion of counsel or provide information satisfactory to Studio One to show that the stock need not be registered to transfer the shares. Thereafter, GES borrowed money from Seaview Mezzanine Fund, L.P. (Seaview) (defendant) and pledged the shares as security for the loan. GES subsequently defaulted on the loan, and Seaview sought to liquidate the shares to recoup its losses. Seaview retained Rainmaker International, Inc. (Rainmaker) (plaintiff) to help liquidate the shares. After reviewing the stock certificate, Rainmaker requested that Studio One remove the restrictive legend to make it easier to liquidate the shares. However, Studio One refused to do so and requested that the shares be returned to Studio One on the ground that GES had not complied with the restrictive legend. Rainmaker initiated this interpleader action for the district court to determine which party was entitled to the shares. Seaview moved for summary judgment and argued that it held a perfected security interest in the shares because it had no notice of any adverse claim. Considering the restrictive legend on the stock certificate, Studio One argued that Seaview acted with willful blindness rendering any security interest imperfect.
Rule of Law
Issue
Holding and Reasoning (Moore, J.)
What to do next…
Here's why 832,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,500 briefs, keyed to 994 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.