London Finance Group v. Amstem Corp. CA2/8

FACTS AND PROCEDURE

London Finance‟s complaint against Amstem alleged causes of action for negligent misrepresentation and breach of contract. London Finance and Amstem entered into an agreement “as of” September 20, 2010, in which London Finance agreed to provide consulting services to Amstem. The consulting agreement was effective as of October 1, 2010. The consulting period commenced on October 1, 2010, and was to terminate no earlier than October 1, 2011, except if Amstem reasonably determined London Finance had not performed its duties and was dissatisfied with its performance. As compensation, Amstem was to give London Finance (1) a retainer fee of $20,000 per month; (2) on an unspecified date, restricted shares of Amstem common stock equal to 5 percent of the issued and outstanding common stock; (3) reasonable expenses incurred by London Finance during the consulting period; (4) 10 percent of the consideration paid for any acquisition or sale by Amstem resulting from London Finance‟s consulting services; and (5) a warrant to purchase up to 5 percent of the issued and outstanding Amstem common stock. The warrant would allow London Finance to purchase Amstem common stock at…