Saturday, January 04, 2020 1:54:37 PM
4) The Breach of Implied-in-Fact contract is also NEW in the second amended complaint and makes the conservatorship itself impossible, while we currently do not know what the demands of the Implied-in-Fact contract are, it doesn’t matter from a legal point of view, the BOD represents the interest of shareholders and they have a “duty of candor” that does not allow a verbal Implied-in-Fact contract, this problem is something the government cannot overcome, and will eventually lead to unwinding the conservatorship itself, and because this claim is now made in the second amended complaint in 13-465C, it is now in the public territory, that the takeover of FHFA is illegal, as the BOD cannot step into an Implied-in-Fact contract, because of their “duty of candor”
Link to implied-in-fact contract: https://www.law.cornell.edu/wex/contract_implied_in_fact
Link to BOD duty: https://www.gsb.stanford.edu/sites/gsb/files/publication-pdf/cgri-quick-guide-03-board-directors-duties-liabilities.pdf
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