Jones v. Infocure Corporation

ARGUED MAY 13, 2002 David and Susan Jones, former owners of PRISM Data Systems, Inc. (PRISM) entered into a contract to sell PRISM to defendant InfoCure Systems, Inc., in exchange for shares of InfoCure. Unfortunately, the value of InfoCure stock took a nose-dive after the closing date of the transaction. Believing that they had been cheated, the Joneses filed suit for damages, rescission, and an injunction against InfoCure and two of its officers (to whom we refer collectively as InfoCure), alleging breach of contract, common law fraud, and violation of the Indiana securities laws. The district court found that a clause in the agreement stipulating that it would be governed by Georgia law was enforceable; it therefore dismissed the claims based on Indiana securities law and denied the Joneses' request for a preliminary injunction. It then transferred the remaining claims to the Northern District of Georgia. On this appeal, the Joneses have attempted to challenge the merits of the district court's choice of law decision, the transfer order, and the court's denial of their requested preliminary injunction. We conclude that only the ruling on the preliminary injunction request is properly before us, and as to that, we conclude that the district court did not abuse its discretion. The rest of the Joneses' arguments can be presented in due course to the district court in Georgia.