NEVILLE, District Judge.
Plaintiff's complaint alleges a sale by defendant to plaintiff of all of the issued and outstanding capital stock of Arrow Rent-A-Car, Inc. and Briar, Inc., both Minnesota corporations. The terms are contained in a formal written agreement and involved a transaction between two private parties and not on any securities exchange. Plaintiff claims defendant warranted the dollar net worth of the corporation as of a certain day, which representation...
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