STEINHARDT GROUP INC. v. CITICORP

No. 96-7757.

126 F.3d 144 (1997)

STEINHARDT GROUP INC.; C.B. Mtge., L.P.; BHT Limited, L.P. v. CITICORP; Citibank, N.A.; Citicorp North America, Inc.; Citicorp Securities, Inc.; Citicorp Mortgage, Inc.; BGO, Inc. and Bristol Oaks, L.P.; BHT Limited, L.P.; The Steinhardt Group Inc.; C.B. Mtge., L.P., in their own right; C.B. Mtge., L.P., derivatively on behalf of Bristol Oaks, L.P.; BHT Limited, L.P., Appellants.

United States Court of Appeals, Third Circuit.

Decided September 12, 1997.


Attorney(s) appearing for the Case

Lawrence C. Ashby, Ashby & Geddes, Wilmington, DE, Douglas S. Eakeley (argued), Lowenstein, Sandler, Kohl, Fisher & Boyland, Roseland, NJ, for Appellants.

Martin P. Tully, Morris, Nichols, Arsht & Tunnell, Wilmington, DE, R. Paul Wickes (argued), James R. Warnot, Jr., Steven M. Davidoff, Kathryn E. Clearfield, Shearman & Sterling, New York City, for Appellees Citicorp; Citibank, N.A.; Citicorp North America, Inc.; Citicorp Securities, Inc.; Citicorp Mortgage, Inc.

James H. Hulme, Marc A. Tenenbaum, Arent, Fox, Kintner, Plotkin & Kahn, Washington, DC, for Appellee BGO, Inc.

Before: BECKER and MANSMANN, Circuit Judges, and HOEVELER, District Judge.


MANSMANN, Circuit Judge.

In this appeal, we are asked to decide whether a highly structured securitization transaction negotiated between Citicorp and an investor in a limited partnership constitutes an "investment contract" as that term is defined by the Supreme Court in SEC v. W.J. Howey Co., 328 U.S. 293, 66 S.Ct. 1100, 90 L.Ed. 1244 (1946). Examining the economic reality of the transaction as a whole, we conclude that the...

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