Robert Mnookin, who teaches at the Stanford law school. To do so would be an exercise of appellate jurisdiction. Second, the parties have made a preliminary agreement as defined above when they have agreed on certain terms but left other terms open, so that the best inference from their negotiations is that they have made a binding preliminary commitment to pursue a profitable transaction. The Texas lien and bond provisions will in most other circumstances continue to be respected and enforced as written by the Texas legislature and the Texas Supreme Court. In both instances, however, reversal must come from an evaluation of the entire case, Luna v.
Early this month the Bankruptcy Court judge, Howard Schwartzberg, said that if they reached an agreement with Pennzoil he would end the period during which Texaco had the exclusive right to file a reorganization plan, and permit their proposed settlement to be filed for approval with Texaco shareholders. Early on the morning of January 3, Boisi contacted Texaco's president, DeCrane, among others, to tell him that the Getty Oil board was meeting that day and to get a specific expression of interest in Getty's sale. Although one of Getty's attorneys had expressed an objection to Pennzoil's buying the Museum shares, he also objected to Getty Oil itself buying those shares, as provided in the Memorandum of Agreement. We cannot assume that state judges will interpret ambiguities in state procedural law to bar presentation of federal claims. Thus, the threshold question presented by Texaco's motion is whether Pennzoil is entitled under Rule 41 a 1 i to dismiss this suit as to Texaco and to proceed against the other named defendants without leave of Court and without Texaco's objections to being dismissed as a party defendant being considered. The Memorandum of Agreement stated that it was subject to approval of the board of Getty Oil, and it was to expire by its own terms if not approved at the board meeting that was to begin on January 2.
The Court bases its holding on several interdependent considerations. On the same date that Pennzoil filed this notice of voluntary dismissal as to Texaco, it filed a new action against Texaco in the District Court of Harris County, Texas alleging the same cause of action against Texaco that it had alleged in this action. Board of Education of the City School District of the City of New York, 759 F. Flores de Otero, , 598, 96 S. No Delaware precedent on the application of the rule to the problem here presented is cited to the Court, nor has one been found. These factors, either of which might justify the award of punitive damages, are not present in this case.
Unless the affirmative defense is established as a matter of law, the burden is also on the defendant to obtain jury findings to establish the necessary elements of its affirmative defense. Accordingly, it is settled law that a § 1983 litigant need not first seek to vindicate his federal claims in state court before turning to a federal court for relief. In other instances the Supreme Court has not required that federal plaintiffs exhaust their state appeals before obtaining federal injunctive relief. David Boies, New York City, for appellee. There are differences between New York law and Texas law. Discussions concerning the draft implementing agreement were held between representatives of all parties throughout the day.
Under Delaware law, the holders of a majority of a company's stock could agree in writing to take action binding on the board without formal board approval. We find that Texaco has waived its claim of mutual mistake, Durham, 599 S. But it is impossible for a lawyer to rub his own goodwill off onto the client, or the merits of the client's cause. United States District Court, S. Texaco's requested instruction K contains the measure of damages for breach of contract to purchase stock, but it is an incorrect measure of damage in a tortious interference case. But partial performance, and on the other hand, conduct that is inconsistent with an intent to be bound, are again merely circumstances that the finder of fact could consider in reaching a decision on whether the parties intended to be bound. Points of Error 27 through 30, and 35 are overruled.
That figure assumes that Pennzoil's bargain included the ultimate opportunity to purchase or otherwise control all the Getty shares. Hence it becomes unnecessary to reach its claim that they also violate its equal protection rights. In my view, to rule otherwise would expand the Younger doctrine to an unprecedented extent and would effectively allow the invocation of Younger abstention whenever any state proceeding is ongoing, no matter how attenuated the State's interests are in that proceeding and no matter what abuses the federal plaintiff might be sustaining. The discussion above, pertaining to a comparison of the Memorandum of Agreement with the Getty press release, is also applicable to Texaco's contentions here. In that case a preliminary injunction hearing had been held over a period of several days, a transcript of over 400 pages had been amassed, and, in the court's view, the merits had been squarely raised. This Court assumes, solely for purposes of its analysis of the issues presented on this motion, that Pennzoil properly prevailed on those issues. Texaco became aware that Getty was unhappy with the terms of its agreement with Pennzoil.
This concern mandates application of Younger abstention not only when the pending state proceedings are criminal, but also when certain civil proceedings are pending, if the State's interests in the proceeding are so important that exercise of the federal judicial power would disregard the comity between the States and the National Government. The express exemption provision of the rule negates the suggestion that any infraction of the rule automatically makes the transaction void. § 1983, the Securities Exchange Act of 1934, 15 U. It was not even adopted by the Second Circuit, which was content to observe that in order to enforce its judgment Pennzoil would, as a judgment winner must in every state, act together with various functionaries in getting the judgment recorded and in the process of execution. Security The next issue for consideration is what security should be required of Texaco pursuant to Rule 65 c , F.
Once a litigant has received an adverse adjudication on a constitutional issue from the state court, the state adjudication is just as final for the purpose of applying the Rooker-Feldman doctrine as it would be for purposes of appeal. It was this decision that the Supreme Court agreed last June to review, and overturned today. The private interest and the state interests converge in this instance. That the Judgment fundamentally changes the New York law of tortious inducement of breach of contract, in derogation of fundamental New York policies and in violation of the Full Faith and Credit Clause. Actually, this instruction favored Texaco by informing the jury of Pennzoil's burden of proof, i. Every state, however, has similar interests in every state proceeding.