Also known as: substantive fact · material facts
Written by attorneys — see sources below.
The facts concerning the underlying dispute or transaction in a legal matter. These facts describe the parties, events, and conduct that give rise to the claim or defense.
Sofia Stern, a director of Summit Bank, learned of a real estate development opportunity through bank channels. Before committing personally, Sofia disclosed to the board all details about the property location, financing terms, and expected returns. The board then voted to disclaim the bank's interest after reviewing those facts.
Samuel Soto represented a client seeking an emergency injunction against Sapphire Holdings. In the ex parte hearing, Samuel informed the judge of the client's prior failed attempts to contact the defendant and the exact timing of the alleged breach. The judge used those facts to decide whether immediate relief was warranted.
Sabrina Shah and Santiago Sanchez formed Solstice Ventures as equal partners. Sabrina proposed selling partnership equipment to her own company at a below-market price. After full disclosure of the equipment's condition, purchase history, and appraisal value, both partners voted to approve the sale.
Sophia Singh served as trustee of a trust benefiting Stonehaven Properties. The beneficiary signed a release waiving claims over an earlier sale of trust land. At the time of signing, the beneficiary lacked knowledge of the sale price, the appraisal, and the trustee's relationship with the buyer.
Samantha Stone requested quarterly account statements from the trustee of a family trust. The trustee responded with only a summary balance sheet that omitted distributions to other beneficiaries and the fees charged to the trust. The omission left Samantha unable to evaluate whether the trust was being administered properly.
Sofia Stern sued Summit Bank for breach of a loan agreement. Summit moved for summary judgment and attached the signed note, payment history, and default notices. Sofia's opposition cited no affidavits or documents contradicting the payment record or the default date.
In February 1969 National Industries, Inc. acquired 34% of TSC Industries, Inc.'s voting securities from Charles E. Schmidt and his family. Schmidt, TSC's founder and principal shareholder, resigned from the board along with his son. Five National nominees then joined TSC's board. Stanley R. Yarmuth, National's president and chief executive officer, became chairman of the TSC board. Charles F. Simonelli, National's executive vice president, became chairman of the TSC executive committee. On October 16, 1969, the TSC board, with the National nominees abstaining, approved a proposal to liquidate and sell all of TSC's assets to National in exchange for National Series B preferred stock and warrants. On November 12, 1969, TSC and National issued a joint proxy statement to their shareholders recommending approval of the proposal. The proxy solicitation succeeded. TSC entered liquidation and dissolution, and the share exchange was completed. Northway, Inc., a TSC shareholder, filed suit on December 4, 1969, in the United States District Court for the Northern District of Illinois against TSC and National. The complaint alleged that the joint proxy statement violated section 14(a) of the Securities Exchange Act of 1934 and Rules 14a-3 and 14a-9. It claimed the statement failed to disclose that the Schmidt interests transfer had given National control of TSC. It also claimed the statement omitted material facts concerning the degree of National's control over TSC and the favorability of the transaction terms to TSC shareholders. The District Court denied Northway's motion for summary judgment on liability. The Court of Appeals for the Seventh Circuit affirmed that a genuine issue of fact existed regarding whether National had acquired control through the Schmidt purchase. This precluded summary judgment on the Rule 14a-3 claim. But the court reversed on the Rule 14a-9 claims and ordered partial summary judgment for Northway. It held that certain omissions were material as a matter of law. The Supreme Court granted certiorari to address the standard of materiality applied by the Court of Appeals.
View caseSubstantive facts describe the parties, events, and conduct that created the underlying dispute. Procedural facts describe how the case moved through the courts, such as motions filed or rulings issued.
The rule requires disclosure of every known fact that will allow the tribunal to decide the matter fairly, including facts that hurt the client's position.
Partners may ratify after receiving complete information about the transaction, including all facts that would influence their decision to approve it.
A release is ineffective if the beneficiary did not know the material facts about the breach or the beneficiary's own rights at the time of signing.
A trustee must supply information about trust administration and the facts needed for beneficiaries to protect their interests, and must respond promptly to reasonable requests.
…United also operates multiple “527” organizations that engage in partisan political activity. See Defendant FEC’s Statement of Material Facts as to Which There Is No Genuine Dispute in No. 07–2240 (DC), ¶¶ 22–24. : See, e.g., Bethel School Dist. No. 403 v. Fraser , 478 U. S. 675, 682 (1986) (“[T]he constitutional…