MEMORANDUM
NEWCOMER, District Judge.
This is an action for breach of contract and for fraud, arising from the sale of a business. On April 19, 1984, the parties executed an "Agreement and Plan of Reorganization" ("Agreement"), a copy of which is attached to the Affidavit of Joseph M. Moran as Exhibit A. Under the agreement, plaintiff agreed to transfer 100 percent of the outstanding capital stock of the Pennsylvania Group, Incorporated ("Penn Group"), which...
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