In the Matter of Abc-Federal Oil & Burner Co., Inc., Bankrupt. Peltz Street Terminals, Inc., Claimant-Appellant

McLAUGHLIN, Circuit Judge.

In this complex factual situation, two issues are presented for disposition. First, whether through the negotiations of the parties a binding contract was entered into, thereby giving the appellant a right to participate in the bankrupt’s estate. Second, if no contract was proven, is the bankrupt’s estate entitled to restitution of certain sums expended in contemplation of the alleged contract.

The referee after extended hearings, found that there was no evidence of an enforceable contract and disallowed appellant’s claim. On the counterclaim for restitution, he held…