Robert A. Wachsler, Inc., a Connecticut Corporation v. Florafax International, Inc., a Delaware Corporation

LOGAN, Circuit Judge.

In this diversity action defendant Flora-fax International, Inc. appeals a $240,000 judgment rendered against it in a jury trial for breach of contract brought by plaintiff Robert A. Wachsler, Inc. (RAW). Florafax is a publicly held Delaware corporation with its principal place of business in Oklahoma. RAW is a closely held Connecticut corporation with its principal place of business in Connecticut.

The issues on appeal are (1) whether Oklahoma or Delaware corporate law governs this suit; (2) concluding, as we do, that Delaware law controls, whether Del. Code Ann. tit. 8,…