999, a Corporation, Plaintiff/appellee/cross-Appellant v. C.I.T. Corporation, a Corporation, Defendant/appellant/cross-Appellee
Opinion
Opinion
Beezer, J.
999, a Nevada corporation with its principal place of business in California, brought this diversity of citizenship suit against C.I.T. Corporation (“CIT”), alleging breach of an agreement to provide financing to 999, resulting in the loss of an opportunity to acquire Bee Cee, a Missouri corporation. CIT appeals from a verdict in favor of 999, and 999 filed a cross-appeal to challenge a remittitur of damages. We affirm.
I
BACKGROUND
In 1982, 999, a holding corporation, decided to acquire Bee Cee, a manufacturer of windows and doors, which was in serious financial trouble. The plan was to use Bee Cee as a “captive buyer” to manufacture finished windows and doors from aluminum frames processed by another 999 subsidiary.
999 signed a management contract in January, 1982 taking control of Bee Cee’s operations and agreeing to purchase the corporation’s stock. To maintain Bee Cee in operation pending conclusion of the acquisition, 999 obtained accomodations with Bee Cee’s creditors, including its major suppliers and lenders, by agreeing to guarantees of Bee Cee debt. Unsecured creditors were offered payment of 30 percent in satisfaction of those debts.