Jeffrey Bay sued Regions Bank for breaching an escrow agreement. According to Bay, Regions was to serve as escrow agent for his $500,000 investment and was only to carry out the investment if it received an opinion from counsel affirming that the described investment was either registered securities or exempt from registration. Regions argued that it did receive such a letter prior to releasing the funds, but the Court of Appeals held that the only letter it did receive describing the securities at issue did not provide the opinion required by the escrow agreement. Instead, the letter merely stated that the offering was “designed” to be exempt from securities registration. The Court thus held that Bay had offered sufficient evidence to show Regions breached the escrow agreement.
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