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Teachers Insurance and Annuity Association of America v. Tribune Co.

United States District Court for the Southern District of New York
670 F. Supp. 491 (1987)


Facts

Teachers Insurance and Annuity Association of America (Teachers) (plaintiff) brought suit against Tribune Co. (Tribune) (defendant), arguing that Tribune breached a commitment letter whereby it agreed to take a loan from Teachers, subject to execution of final documents and approval by Tribune’s board of directors. To make a more attractive public stock offering, Tribune wished to employ offset accounting, whereby it could withhold disclosure of certain assets on its balance sheets. When Tribune learned that offset accounting would likely be unacceptable to the Securities and Exchange Commission, it broke off negotiations, arguing that its obligation to borrow was contingent on its ability to use offset accounting to report the loan on its balance sheets, though no mention of offset accounting was made in the commitment letter.

Rule of Law

Issue

Holding and Reasoning (Levall, J.)

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