United Telecommunications, Inc. v. American Television and Communications Corp.

United Telecommunications, Inc. (United) (plaintiff) entered into an agreement with American Television & Communications Corp. (ATC) (defendant) to purchase unregistered shares of ATC. United planned to convert the shares into cash via a public sale of the shares and then use the cash to pay off certain debts owed to a third party, but to do so, the shares needed to be registered. Under the agreement, United had the right to require ATC to register the shares after the deal closed. United filed suit against ATC in a Colorado federal district court, claiming that ATC breached the agreement by failing to make the necessary efforts to register the shares. United sought to recover borrowing costs and expenses that United was forced to incur due to ATC’s failure to register the shares. United argued that the borrowing costs and expenses were additional direct losses sustained after United was unable to pay off its debt with the cash that United intended to raise from a public sale of ATC’s registered shares. At trial, the court instructed the jury that the claimed borrowing costs and expenses were part of United’s actual damages resulting from ATC’s breach of the agreement. ATC appealed, arguing that the district court improperly instructed the jury because the borrowing costs and expenses that United sought to recover were barred by a Colorado statute that did not allow for prejudgment interest.