Judge SHADUR dissents in a separate opinion.
SACK, Circuit Judge:
Plaintiffs H. Frederick Johnston and Sandra Spillane appeal from a judgment of the United States District Court for the District of Connecticut (Robert N. Chatigny, Judge) dismissing their complaint. Johnston and Spillane seek a declaratory judgment that they own fifty-two percent of the outstanding shares of stock of Technicorp International II, Inc. ("TCI II"). The district court concluded...
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