Daniel Industries, Inc., a Delaware Corporation v. Barber-Colman Co., a Delaware Corporation, and B-C Investment Co., an Illinois Corporation

8 F.3d 26 NOTICE: Ninth Circuit Rule 36-3 provides that dispositions other than opinions or orders designated for publication are not precedential and should not be cited except when relevant under the doctrines of law of the case, res judicata, or collateral estoppel. DANIEL INDUSTRIES, INC., a Delaware corporation, Plaintiff-Appellee, v. BARBER-COLMAN CO., a Delaware corporation, and B-C Investment Co., an Illinois corporation, Defendants-Appellants. No. 92-55462. United States Court of Appeals, Ninth Circuit. Argued and Submitted Aug. 5, 1993. Decided Sept. 17, 1993. Before: BROWNING, FARRIS and KELLY * , Circuit Judges. 1 MEMORANDUM ** Background 2 In 1986, Daniel Industries and the Barber-Colman Company entered into a contract for the sale of stock of a California corporation. The agreement was negotiated and executed in Texas and contained a Texas choice-of-law provision. At the time of the agreement, Daniel was registered and headquartered in Texas, and Barber-Colman was registered in Delaware and headquartered in Illinois. 3 The underlying litigation stems from the financial failure of the California corporation and a suit brought by employees of that corporation against…