Lazard Freres & Co., Plaintiff-Counter-Defendant-Appellee v. Protective Life Insurance Company, Defendant-Counter-Claimant-Appellant

CALABRESI, Circuit Judge:

This breach of contract action between two large and sophisticated bank debt traders involves the attempted sale of several million dollars worth of bank debt. Because it concluded, as a matter of law, that the defendant could not show fraud in the inducement or failure of a condition precedent, the district court granted the plaintiffs summary judgment motion. The district court’s decision ultimately turns on two factual issues addressed only implicitly by the court: 1) the date on which the contract was formed; and 2) whether the defendant retained the right to…