FRCP, Corporations, Contracts, Choice of Law, Certified Question
No abuse of discretion in denial of discovery that was seeking to determine valuation of the property at issue where the lease was peppercorn.
Under state law, lease to family member is not accorded deference as business judgment where the corporation has been run for the benefit of the family.
Sweat equity consideration was prior to the lease,and therefore could not be consideration for the deal.
Under second state's law, which binds by consent of parties due to primary state law's choice of law rules, a contract void for lack of consideration may nonetheless under the parol evidence rule preclude the court from recognizing an earlier agreement between the parties.
Question is one of first impression in the second state, but not important enough to certify, given the certification rules of the second state.
Alphonse Hotel Corporation v. Tran
