Docket No. 96-9521.

140 F.3d 194 (1998)

HANNEX CORPORATION, Plaintiff-Appellant, v. GMI, INC.; G.M.I. Photographic Inc.; Robert Brockway; Joe Gallen and Sea & Sea Products Ltd, a Japanese Corporation, Defendants-Appellees.

United States Court of Appeals, Second Circuit.

Decided March 25, 1998.

Attorney(s) appearing for the Case

Michael H. Smith, New York City (Ronald J. Offenkrantz, Spitzer & Feldman, P.C., New York City, of counsel), for Plaintiff-Appellant.

Edward T. Dangel, III and Alexander T. Bok, Boston, MA (Susan N. Granoff, Dangel, Donlan and Fine, LLP, Boston, MA, of counsel), for Defendants-Appellees.

Before: CALABRESI, CABRANES and PARKER, Circuit Judges.

PARKER, Circuit Judge:

Plaintiff-Appellant Hannex Corporation ("Hannex") is a nonoperating Florida corporation whose sole business was the distribution of underwater photographic equipment manufactured by Defendant-Appellee Sea & Sea Products Ltd., a Japanese corporation ("S & S Japan"). Hannex asserts two causes of action. First, Hannex alleges that Defendants-Appellees GMI Inc.1, G.M.I. Photographic Inc., a Delaware corporation...

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