GALACTICOMM TECHNOLOGIES, INC., APPELLANT,
v.
FIRST EQUITY CORPORATION OF FLORIDA, APPELLEE
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Galacticomm's breach of contract claim against First Equity for refusing to underwrite an IPO was improperly dismissed; whether market conditions justified First Equity's refusal is a factual question for trial.
A complaint alleging breach of a firm commitment underwriting agreement states a cause of action, and whether changed market conditions justified the defendant's refusal to perform is a question of fact for the jury.
[1] Whether changed market conditions justify a party's refusal to perform under a firm commitment underwriting agreement is a question of fact to be determined at trial, not…
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Join FLexlaw to unlock all legal intelligenceGalacticomm sued First Equity for breach of a firm commitment agreement under which First Equity was to underwrite an initial public offering of Galac…
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SCHWARTZ, Chief Judge.
The appellant Galacticomm sued the appellee for the breach of a “firm commitment” agreement under which the defendant was to have underwritten an initial public offering of Galacticomm securities. It now appeals from a judgment dismissing the complaint with prejudice.
We reverse on a holding that the complaint adequately stated a cause of action and that First Equity’s assertion that it acted appropriately under the agreement does no more than present questions for the finders of fact. See Walk-In Medical Centers, Inc. v. Breuer Capital Corp., 818 F. 2d 260 (2d Cir.1987); Blish v. Thompson Automatic Arms Corp., 30 Del.Ch. 538, 64 A. 2d 581 (1948).
Specifically, the issue of whether there was, within the meaning of the contract, a change in “market conditions” justifying the defendant’s refusal to perform may properly be determined in light of all the circumstances only after trial. See General Dev. Corp. v. Catlin, 139 So. 2d 901 (Fla. 3d DCA 1962); Land O’Sun Realty, Ltd. v. REWJB Gas Investments, 685 So. 2d 870, 872 n. 3 (Fla. 3d DCA 1996), review dismissed, 710 So. 2d 978 (Fla.1998); Walkr-In Medical Centers, 818 F. 2d at 260. See generally Chase Manhattan Bank v.
First Marion Bank, 437 F. 2d 1040 (5th Cir.1971); National Merchandise Co. v. United Serv. Auto. Ass’n, 400 So. 2d 526 (Fla. 1st DCA 1981).
Reversed.
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Citator
Authorities Cited
- Nat'l Merchandise Co., Inc. v. United Serv. Auto. Ass'n & Jerome C. Cohan & Lyndia Cohan Boyd, 400 So. 2d 526 (Fla. 1st DCA 1981)
- The Chase Manhattan Bank v. The First Marion Bank, 437 F.2d 1040 (5th Cir. 1971)
- Land O'Sun Realty Ltd. v. Rewjb GAS Invs., 685 So. 2d 870 (Fla. 3d DCA 1996)
- Gen. Dev. Corp. v. Catlin, 139 So. 2d 901 (Fla. 3d DCA 1962)
- Walk-In Med. Ctrs., Inc. v. Breuer Cap. Corp., 818 F.2d 260 (2d Cir. 1987)
- Lennar Fla. P'rs I, L.P. v. Rewjb GAS Invs., 710 So. 2d 978 (Fla. 1998)