Grupo Condumex, S.A. De C v. v. SPX Corp.

*493ROGERS, Circuit Judge.

This diversity case concerns various issues that arise when an acquisition agreement is clumsily drafted. SPX Corporation sold its automotive Sealed Power Division to Dana Corporation, despite the protests of Grupo Condumex, S.A. de C.V. (Condumex) that Condumex had the right to purchase SPX’s interest in one of the subsidiaries of the Sealed Power Division before the subsidiary could be sold to anyone else. Condumex thereafter sued SPX and Dana, and the district court ordered Dana to deliver to Condumex the shares of the subsidiary, Promotora de Industrias Mecánicas,…