Dist. Ct. did not err in dismissing plaintiff’s action seeking enforcement of contract calling for transfer of 27 percent interest in defendant should defendant not pay $16 million to redeem notes defendant issued to plaintiff’s creditors. While Dist. Ct. erred in finding that transfer of ownership in defendant-limited liability company was not possible because defendant did not “own itself,” other language in contract included hold-harmless clause that precluded plaintiff from enforcing said notes against defendant, because whatever defendant gave to plaintiff would be returned to defendant in indemnification. Result could have been different had plaintiff paid on said notes and then been subrogated to creditors’ rights in said notes. Also, under Wisc. law, plaintiff was not entitled to enforce notes where plaintiff was not their holder and was not in possession of said notes.
Federal 7th Circuit Court
Civil Court
Contracts