Abf Capital Corp., a Delaware Corporation v. Edward J. Osley, Jr. And Renee Peters

Appellant ABF Capital Corp. (“ABF”) has brought two appeals from two separate district court cases involving assumption agreements executed by appellees, Renee Peters (Case No. ,03-56352) and Edward J. Osley (Case No. 03-56349). We address both appeals herein as they involve virtually identical facts and claims.

BACKGROUND

In December 1982, Renee Peters (“Peters”) purchased six limited partnership units of the New York limited partnership, Regent Energy Partners. That same month, Edward Osley (“Osley’-’) purchásed six limited partnership units of Oak Energy Partners, also a New York limited partnership. These limited partnerships thereafter entered into several sublease agreements with .ABF.

These sublease agreéments provided for annual royalties to be paid to ABF, but allowed the partnerships to defer the royalty if the partners assumed personal liability for the royalty amount. Peters and Osley both executéd assumption agreements wherein they assumed personal responsibility for their pro rata share of the royalties. < , , ,

Two provisions of these .assumption agreements are at issue here: The parties selected New York law. as governing their obligations and Peters and Osley…