CASTLE v. COHEN

Nos. 87-1662, 87-1669, 87-1677.

840 F.2d 173 (1988)

Joseph L. CASTLE, II, Alan M. Feldman, Miguel A. Mora and Robert S. Seltzer, Trustees of the Psychiatric Hospitals of America, Inc., Employee Stock Ownership Plan and Retirement Plan Committee of the Psychiatric Hospitals of America, Inc., Employee Stock Ownership Plan v. Robert M. COHEN, Hartsell, Inc., Cheyenne Corporation and Roland M. Jermyn, Jr. (Three Cases). Appeal of Robert M. COHEN, Hartsell, Inc. and Cheyenne Corporation. Appeal of Roland M. JERMYN, Jr.

United States Court of Appeals, Third Circuit.

Decided February 11, 1988.


Attorney(s) appearing for the Case

Harold E. Kohn, Robert A. Swift (argued), Kohn, Savett, Klein & Graf, P.C., Gregory T. Magarity, James G. Wiles (Argued), Wolf, Block, Schorr & Solis-Cohen, Philadelphia, Pa., for Robert M. Cohen, Hartsell, Inc., Cheyenne Corp. and Roland M. Jermyn, Jr.

J. Clayton Undercofler, III, Saul, Ewing, Remick & Saul, Philadelphia, Pa., for Joseph L. Castle, II, Alan M. Feldman, Miguel A. Mora and Robert S. Seltzer, Individually and as Escrow Agents.

Marc Durant (argued), Robert M. Wolff, Karen S. Berger, Marc Durant & Associates, Philadelphia, Pa., William P. Frank, Jay S. Berke, Skadden, Arps, Slate, Meagher & Flom, New York City, for Trustees of the Psychiatric Hospitals of America, Inc. Employee Stock Ownership Plan.

James J. Binns, Philadelphia, Pa., for Psychiatric Hospitals of America, Inc. and the Retirement Plan Committee.

Before GIBBONS, Chief Judge, and HUTCHINSON and GARTH, Circuit Judges.


OPINION OF THE COURT

HUTCHINSON, Circuit Judge.

In this appeal we are called upon to interpret a complex stock purchase agreement. The purchasers brought an action in the district court with claims premised upon various federal statutes. The complaint also sought specific performance and resolution of a number of pendent and ancillary state claims. In their answer, the sellers posited a host of counterclaims founded upon both state and federal law. The trial...

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