Author Question: Which of the following securities professionals must be registered with the SEC to be able to engage ... (Read 54 times)

Mimi · **on:** Jun 24, 2018

Which of the following securities professionals must be registered with the SEC to be able to engage in business?
a. brokers b. dealers
c. corporate officers
d. brokers and dealers
e. brokers, dealers and corporate officers

Question 2

Assurances. In December 1985 and January 1986, Will Petroleum, Inc, and UPG Falco entered into agreements involving a sale of gasoline from Will Petroleum to Falco. BAII Banking Corp provided financing to Will Petroleum for the agreements, which were to be performed before the end of January. During December and January, gasoline prices declined, and Falco determined that it would lose nearly 1.5 million if the agreements were performed. In mid-January, rumors circulated that Will Petroleum might be filing for bankruptcy. When the Konpolis, one of the ships carrying the gasoline, arrived ahead of schedule on January 23, Falco refused it permission to dock. Falco sent a telex to Will Petroleum requesting adequate assurances within twenty-three hours that Will Petroleum could perform the agreements. There was no response. The next evening, Falco sent Will Petroleum a telex stating that it considered the agreements repudiated. On January 28, Will Petroleum told Falco to contact BAII regarding Will Petroleum's ability to perform. Falco responded that it had already covered the agreements. The next day, Will Petroleum filed a petition for bankruptcy. The gasoline was sold for approximately 5.5 million less than the contract prices. In the subsequent suit against Falco and others, Falco contended that Will Petroleum had repudiated the agreements by failing to provide adequate assurances under UCC 2-609 . How should the court rule? Discuss fully.

ttt030911 · **Reply #1 on:** Jun 24, 2018

Answer to Question 1

d

Answer to Question 2

Assurances
The federal district court ruled in favor of Falco. BAII appealed. The U.S. Court of Appeals for the Second Circuit held that Falco did not have reasonable grounds on which to demand assurances under UCC 2-609 . The court reversed the judgment of the lower court and remanded the case for further proceedings. Based upon the evidence, no reasonable fact-finder could have found that Falco had reasonable grounds for insecurity,' within the meaning of UCC 2-609. This evidence negates Falco's claim that as of 4:00 P.M. on January 23, it had reason to feel insecure as to whether Will would perform the agreement. Falco cannot rely upon its own conduct in not permitting the Konpolis to berth and discharge its cargo as a basis for a claim of its own insecurity. Nor can Falco validly assert that its purported insecurity arose from Will's failure to provide oral assurances before Falco sent the repudiation telex. A party does not contract for oral assurances of performance, but for performance of the contract. Will's actions in having the Konpolis arrive with cargo before the end of the delivery period provided for in the agreement spoke louder than any oral assurances Will could have provided. The court also noted that Falco's potential gain from the avoidance of the agreements at issue provided an incentive to avoid performance of the agreements.