In Re Mediscan Research, Ltd., Debtor, Greenamyer Engineering & Technology, Inc. v. Mediscan Research, Ltd.

Greenamyer Engineering and Technology, Inc. (“GE & T”) appeals a decision of the Bankruptcy Appellate Panel holding that certain contracts executed by Medis-can Research, Ltd. (“Mediscan”) and GE & T are unenforceable due to common law fraud, violation of the United States securities laws, lack of consideration, and impossibility of performance. In so ruling, the Bankruptcy Appellate Panel upheld the pivotal factual findings of the bankruptcy court, whose decision it affirmed. GE & T presents various challenges to the four grounds relied upon by the bankruptcy courts. We reject these challenges and affirm.

BACKGROUND

In 1981, GE & T sought monetary backing for the development of a device for monitoring body temperature and pulse. Ed Hubert, an attorney and accountant, introduced the officers of GE & T to the officers of American Principals Corporation (“APC”). To raise funds for the project, the parties published a Private Placement Memorandum (PPM) in which APC, as general partner, offered for sale 35 limited partnership units in Mediscan. The partnership interests were priced at $140,500 per unit, for a total investment of $4,917,-500. The PPM included an agreement entitled…