MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO DISMISS
SARIS, District Judge.
INTRODUCTION
This case arises out of the recapitalization of defendant Numonics Corporation ("Numonics") in March 1992. Five years later, on May 23, 1997, plaintiff Jerrold Deisenroth, a former shareholder and employee, brought this multi-count diversity action, which includes allegations of breach of contract and fraud against defendants Numonics, Rolland...
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