Conopco, Inc. v. Roll International and Paramount Farms, Inc.

Judge DORSEY dissents in a separate opinion.

BACKGROUND

McLAUGHLIN, Circuit Judge:

This civil procedure morass arises from the sale by Conopeo, Inc. d/b/a Lipton (“Conopeo”) of its Sunkist brand fruit roll snack business to Roll International Corporation (“Roll”) and Roll’s wholly-owned subsidiary-Paramount Farms, Inc. (“Paramount”). Under a purchase agreement signed in June 1995 (the “Purchase Agreement”), Conopeo agreed to transfer its existing fruit roll inventory (the “Inventory”) to Roll at a closing date one month later. When the Purchase Agreement was signed, the book value of the…