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William S. Corwin, et al., Plaintiffs and Respondents v. William H. Daly, et al., Defendants and Appellants.
1. No dealer in any commodity has a right to be protected by injunction in the exclusive use simply of a name by which to designate it, which does not express its origin, ownership, or place of manufacture or sale, but merely its quality, kind, texture, composition, utility, destined use or class of consumers, or some other attribute which it has in common with other Bimilar commodities.
2. So held, in regard to the designation of gin by the term " Club House," it being established that such name had been long in use as designating a superior kind of gin used in such establishments.
3. There may be an exclusive right in names expressing qualities or attributes where forming part of a device peculiar to the manufacturer or vendor of the article.
5. The employment of particular words or insignia, as a trade-mark, must be confined to the place n:here they are used, and its exportation to other places cannot interfere with the right acquired by others previously using them in such places.
6. The case of Fetridge v. Merchant (4 Abb.), commented on and explained.
Ueard June 6, decided June 30,1860.
square glass flasks, holding somewhat less than a quart, and having thereon a dark paper label with the words " Club House Gin " thereon, in gilded letters. These flasks were put up in wooden boxes, painted green outside, with the words " Club House Gin," and over them the letters W. S. C., which are also the initials of one of the plaintiffs, in white paint. In 1857, Campbell transferred to the plaintiffs all his right to the gin, with the marks on the vessels containing it.
The defendants also bottle gin, imported by them, in square flasks similar to those used by the plaintiffs, but having the words " Club House, J. T. Daly" blown on one of their shoulders, and a white paper label with the words "London Club House Gin, sole importer Wm. H. Daly," printed in black thereon. Such flasks are put up in unpainted wooden boxes, nearly of the same size as those used by the plaintiffs, with the words " London Club House Gin " painted in black on the outside.
The plaintiffs, after the defendants had the words before mentioned blown on their flasks, imitated it, by having the initials W. S. C.,-and the words " Club House Gin," blown on theirs. They also, after the defendants had exported their gin to California, with the marks and in the vessels already described, followed them, by exporting their gin, and there advertising it as the only true " Club House Gin."
No insignia, devices or means are alleged in the complaint to have been used by the defendants, to mislead any one or injure the plaintiffs, other than those already stated.
One witness testified that the words "Club House," as applied to articles of merchandize, had been used to designate those of superior quality, for twenty years, in Dublin and London. Another, that they had been applied to gin. And a third, that " London Club " had been applied to the same article for several years past, and all concurred in the opinion that it was a name for mere quality.
foi that purpose, was contained in the finding of facts.
The plaintiffs alleged in their complaint that, in Rotterdam, there existed associations called clubs, and that gin similar to that manufactured there and imported by them, was consumed in the houses occupied by such clubs, where the best articles of the kind were generally believed to be consumed.
The evidence showed that the defendants only shipped their gin to and sold it in California, and that the plaintiff followed them into that market, after the former had sold it there with the title of Club House Gin.
E. H. Owen, for Plaintiffs and Respondents.
F. H. Upton, for Defendants and Appellants.
the flasks and boxes, that of one of the defendants, and prefixed the name " London," to the name on the box. There could be no pretence that the most casual and ignorant observer would not diseriminate the articles, much less persons who knew what they were going to buy (Crawshay v. Thompson, 4 Man. & Gr. 357 ; Snowden v. Noah, Hopk. 347; Bell v. Locke, 8 Paige, To), and, therefore, as I shall presently show, the plaintiffs are not entitled to any relief.
No fraudulent intent in the use of the title " Club House," is charged in the complaint, proved by the evidence or found by the court. The decision must, therefore, have rested exclusively on the ground, either that a plaintiff, having made use of a title to designate his wares, no one else has a right to use the same to designate similar wares, or that the subsequent use, by such other person, of such title, is in law or fact a representation that his wares are the same.
There is also no finding by the court, whether the addition of " London," or the defendants names, was not sufficient to distinguish them, which has'been held to be fatal to a claim of the same kind, (Snowden v. Noah; Bell v. Locke, ubisup.; Perry v. Truefitt, 6 Beav. 73,) and, therefore, I must assume that they were taken as matter of law not to be sufficient. The right of a plaintiff to the exclusive use of a name, of course, can only grow out of the principle that the subsequent use' of it, by another, amounts to a representation that his wares are the same. Of course it will not be contended, that if he has confined its use to a particular commodity, he can prevent it being applied to others of a different kind. Such a copyright in a name would be more extensive and durable than those granted by authority of the Federal Constitution. although its grant by the courts of a state might somewhat trespass upon the exclusive powers of the general government. (Gibbons w.Ogden, 9 Wheat. 1.) Courts have upheld rights to devices, although, as I think, contrary to the spirit and even letter of that instrument.
The Campbell/Corwin and Daly Clubhouse bottles are well represented in the gold camps of this state. Both are quite scarce, perhaps due to their case shape, and the fact that they were often discarded by being thrown out a window or doorway and were either broken by contact with each other or hard objects or fractured by the ensuing 150 yrs of exposure to the freezing and thawing of high country winters. Snow and ice are no friends to glass bottles as we in the hobby are well attuned. Unless a container is situated mouth downhill, or buried by several inches of duff and soil, it hasn't a chance of survival to this day. Thanks to remaining buildings and dumps and privy pits from the mining areas we have some of these fragile bottles to enjoy.
The J.T.Daly in these photos, complete with backwards "S" in Clubhouse, has a black iron pontil and the W.S.C., a smooth base example, wears a complete label from the years that Corwin was the sole seller of the brand.

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Source Credit Pub. L. 95-598, Nov. 6, 1978, 92 Stat. 2583; Pub. L. 98-353, title III, §448, July 10, 1984, 98 Stat. 374; Pub. L. 109-8, title III, §327, title VII, §712(d), Apr. 20, 2005, 119 Stat. 99, 128.
(a)(1) An allowed claim of a creditor secured by a lien on property in which the estate has an interest, or that is subject to setoff under section 553 of this title, is a secured claim to the extent of the value of such creditor's interest in the estate's interest in such property, or to the extent of the amount subject to setoff, as the case may be, and is an unsecured claim to the extent that the value of such creditor's interest or the amount so subject to setoff is less than the amount of such allowed claim. Such value shall be determined in light of the purpose of the valuation and of the proposed disposition or use of such property, and in conjunction with any hearing on such disposition or use or on a plan affecting such creditor's interest.
Section 506(a) of the House amendment adopts the provision contained in the Senate amendment and rejects a contrary provision as contained in H.R. 8200 as passed by the House. The provision contained in the Senate amendment and adopted by the House amendment recognizes that an amount subject to set-off is sufficient to recognize a secured status in the holder of such right. Additionally a determination of what portion of an allowed claim is secured and what portion is unsecured is binding only for the purpose for which the determination is made. Thus determinations for purposes of adequate protection is not binding for purposes of "cram down" on confirmation in a case under chapter 11.
Section 506(b) of the House amendment adopts language contained in the Senate amendment and rejects language contained in H.R. 8200 as passed by the House. If the security agreement between the parties provides for attorneys' fees, it will be enforceable under title 11, notwithstanding contrary law, and is recoverable from the collateral after any recovery under section 506(c).
Section 506(c) of the House amendment was contained in H.R. 8200 as passed by the House and adopted, verbatim, in the Senate amendment. Any time the trustee or debtor in possession expends money to provide for the reasonable and necessary cost and expenses of preserving or disposing of a secured creditor's collateral, the trustee or debtor in possession is entitled to recover such expenses from the secured party or from the property securing an allowed secured claim held by such party.
Section 506(d) of the House amendment is derived from H.R. 8200 as passed by the House and is adopted in lieu of the alternative test provided in section 506(d) of the Senate amendment. For purposes of section 506(d) of the House amendment, the debtor is a party in interest.
Determination of Secured Status: The House amendment deletes section 506(d)(3) of the Senate amendment, which insures that a tax lien securing a nondischargeable tax claim is not voided because a tax authority with notice or knowledge of the bankruptcy case fails to file a claim for the liability (as it may elect not to do, if it is clear there are insufficient assets to pay the liability). Since the House amendment retains section 506(d) of the House bill that a lien is not voided unless a party in interest has requested that the court determine and allow or disallow the claim, provision of the Senate amendment is not necessary.
Subsection (a) of this section separates an undersecured creditor's claim into two parts: He has a secured claim to the extent of the value of his collateral; and he has an unsecured claim for the balance of his claim. The subsection also provides for the valuation of claims which involve setoffs under section 553. While courts will have to determine value on a case-by-case basis, the subsection makes it clear that valuation is to be determined in light of the purpose of the valuation and the proposed disposition or use of the subject property. This determination shall be made in conjunction with any hearing on such disposition or use of property or on a plan affecting the creditor's interest. To illustrate, a valuation early in the case in a proceeding under sections 361–363 would not be binding upon the debtor or creditor at the time of confirmation of the plan. Throughout the bill, references to secured claims are only to the claim determined to be secured under this subsection, and not to the full amount of the creditor's claim. This provision abolishes the use of the terms "secured creditor" and "unsecured creditor" and substitutes in their places the terms "secured claim" and "unsecured claim."
Subsection (b) codifies current law by entitling a creditor with an oversecured claim to any reasonable fees (including attorney's fees), costs, or charges provided under the agreement under which the claim arose. These fees, costs, and charges are secured claims to the extent that the value of the collateral exceeds the amount of the underlying claim.
Subsection (c) also codifies current law by permitting the trustee to recover from property the value of which is greater than the sum of the claims secured by a lien on that property the reasonable, necessary costs and expenses of preserving, or disposing of, the property. The recovery is limited to the extent of any benefit to the holder of such claim.
Subsection (d) provides that to the extent a secured claim is not allowed, its lien is void unless the holder had neither actual notice nor knowledge of the case, the lien was not listed by the debtor in a chapter 9 or 11 case or such claim was disallowed only under section 502(e).
Subsection (d) permits liens to pass through the bankruptcy case unaffected. However, if a party in interest requests the court to determine and allow or disallow the claim secured by the lien under section 502 and the claim is not allowed, then the lien is void to the extent that the claim is not allowed. The voiding provision does not apply to claims disallowed only under section 502(e), which requires disallowance of certain claims against the debtor by a codebtor, surety, or guarantor for contribution or reimbursement.
2005—Subsec. (a). Pub. L. 109–8, §327, designated existing provisions as par. (1) and added par. (2).
Subsec. (b). Pub. L. 109–8, §712(d)(1), inserted "or State statute" after "agreement".
Subsec. (c). Pub. L. 109–8, §712(d)(2), inserted ", including the payment of all ad valorem property taxes with respect to the property" before period at end.
1984—Subsec. (b). Pub. L. 98–353, §448(a), inserted "for" after "provided".
Subsec. (d)(1). Pub. L. 98–353, §448(b), substituted "such claim was disallowed only under section 502(b)(5) or 502(e) of this title" for "a party in interest has not requested that the court determine and allow or disallow such claim under section 502 of this title".
Subsec. (d)(2). Pub. L. 98–353, §448(b), substituted "such claim is not an allowed secured claim due only to the failure of any entity to file a proof of such claim under section 501 of this title" for "such claim was disallowed only under section 502(e) of this title".


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As a matter of principle, we collect and use personal data solely if doing so is necessary for the provision of a functional website and our content and services. Personal data are obtained and used solely after receipt of consent. An exception to this applies in cases in which obtaining prior consent is not possible for actual reasons and statutory provisions permit processing of the data. The collection and use of personal data of our users regularly takes place only with the consent of the user. An exception applies to cases in which prior consent cannot be obtained for reasons of fact and the processing of the data is permitted by law.
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Cuba’s Perfeccionamiento EmpresarialLaw: A Step Towards Privatization?
On August 18, 1998 Cuba enacted Law-Decree No. 187.2 This law provides the framework for Cuba’s Enterprise Optimization (Perfeccionamiento Empresarial) Program (hereinafter “EOP”).3 This program seeks to establish a foundation and set specific guidelines for a process whose goal is to achieve more efficiency and productivity in Cuba’s state-owned enterprises (“SOEs”).
This paper seeks to address this question. To assist in the analysis, the paper provides a comparison of Cuba’s EOP with steps taken in the early stages of the privatization programs of some other countries that have undertaken, to some degree or another, the privatization of SOEs. Thus, the first part of the paper provides by way of background a summary of the actions that are generally required to prepare an SOE for its privatization. The second section describes the genesis, framework and current status of the EOP. The third section presents a summary of the actions taken by the governments of China and Eastern Germany in the early stages of their respective privatization programs. (Those countries were selected because they represent opposite poles in the range of potential approaches to SOE privatization.) The fourth section compares Cuba’s EOP with the methods adopted by the comparison countries in an effort to determine whether Cuba’s EOP is consistent with the processes utilized elsewhere in moving towards privatization. Finally, the fifth section offers the author’s conclusions as to whether the EOP is a meaningful step towards the implementation of a privatization program in the island.
This section provides, as necessary background to the discussion that follows, a brief summary of the actions that are generally required to prepare an SOE for privatization. The discussion does not include addressing external conditions, such as outstanding judgments, liens or claims against the enterprise. Clearly, such “clouds on the title” of the State to the enterprise need to be removed before the SOE can be sold. In the case of Cuba, a factor that may complicate the prospects for privatization is the existence of a large number of claims by U.S. nationals, Cuban Americans, and Cubans living in the island for the expropriation of their assets after the Cuban Revolution. 6 Cuba has failed to provide compensation to any of these groups, thus they all have outstanding claims against the State, and may seek restitution of the confiscated assets in lieu of compensation or other remedies.7 The outstanding expropriation claims will need to be addressed early in Cuba’s transition to a free-market society in order, not only to make possible the privatization of SOEs, but also to restore full relations with the United States, foster political stability, and encourage foreign investment. To the extent that any expropriation claims are resolved through restitution of the assets to their former owners, privatization of those properties will automatically occur.
• The enterprise may also have to be restructured to make it more attractive to potential purchasers. First, if this has not been done, the enterprise should be transformed into a corporation, so that there is flexibility in the format of the subsequent sale, which may proceed through the sale of the enterprise’s assets or of its corporate stock.
The discussion that follows examines the extent to which these steps have been taken by Cuba’s program, and if not whether the measures taken as part of the EOP are likely to facilitate taking those steps at the onset of an SOE privatization program.
The management of SOEs in state-dominated economies, such as Cuba’s,13 suffers from a number of shortcomings that prevent the effective operation of the enterprises.14 Basically, SOEs are used by the government to further its social and political goals. The State’s lack of concern for their efficient operation renders the SOEs uneconomical and, in most cases, incapable of functioning without financial aid.15 As a result, SOEs became a burden on the State’s finances and may cause imbalances of the country’s economy.
Organizational Framework:29 As provided by Law 187, the main instruments in the implementation of the EOP are the Government Group and its Executive Secretary, both part of the Executive Committee of the Council of Ministers. Below the Government Group are overseeing organizations known as “Higher Organizations of Enterprise Direction” (Organizaciones Superiores de Dirección Empresarial) (“OSDEs”). The OSDEs are set up by the Ministry of Finance for the purposes, among others, of coordinating the EOP efforts of the various enterprises in the same area of business, overseeing the preparation of each enterprise’s EOP, business plan and and budget, and submitting and defending these documents before the enterprise’s governing board and before the Ministry responsible for the enterprise’s economic activity.30 Within each OSDE, there is a “governing board” consisting of five members chosen by the Executive Committee of the Council of Ministers. The board oversees each enterprise’s business plan and budget and the execution of the plan execution, and approves new lines of business.31 This structure is similar to those of the board of directors of a corporation in a capitalist country, except that under the Cuban program, the board’s sole shareholder— whose interests are represented by the board—is the State.
At the enterprise level, there are one or more parallel bodies to the governing board of the OSDE. These bodies, whose establishment is compulsory, have the generic name “Collective Direction Organs” (“CDOs”), but in a given enterprise they can be denominated “governing council, management council, or board of directors, among others.”32 Their functions, mode of operation and composition are established by the enterprise’s General Manager. The CDOs provides advice on business strategy and on how to develop and implement the enterprise’s business plan. Thus, the CDOs help manage the day-today affairs of the enterprise. A CDO’s recommendations become mandatory within the enterprise if the General Manager approves them.
Stages in the EOP:33 The EOP is to be implemented in seven stages. First, the workforce and the labor unions must be trained to accept and support the process, and become active participants in it.34 This stage focuses on explaining to the workforce the general principles of the EOP and how they are accomplished, and securing through persuasion the workers’ active cooperation.
The fourth step is to have each enterprise selected for participation in the EOP develop an optimization proposal (designated as “expediente de perfeccionamiento empresarial” or “EPE”). The EPE is in reality a detailed business plan that summarizes how the enterprise proposes to optimize its operations. The EPE is required to address, among other subjects, the enterprise’s business objectives, its functions, its organizational structure, the proposed changes in the manner in which the production of goods and services is accomplished, and the methods to implement internal controls, planning, contracting, human resource management, marketing, and information systems.37 Each proposed change to the SOE is to be evaluated in terms of cost and anticipated economic results. The EPE is to set forth proposed economic performance objectives and compare them to the enterprise’s performance prior to implementation of the EOP. The EPE must also include an implementation schedule.
In the fifth stage,38 the EPE is submitted by the enterprise to the OSDE that oversees the business sector. The OSDE, in turn, (presumably, after review and discussion with the enterprise) presents the EPE to the Government Group of the Executive Committee of the Council of Ministers, which determines whether the proposed business plan satisfies the optimization principles set forth in the General Bases and rules on whether the projected economic performance is acceptable. If the EPE is approved, this approval is communicated in writing to the enterprise, the OSDE, the corresponding Ministry and other State instrumentalities, and the enterprise is released to implement the EPE.
The financial statements issued by an enterprise must be prepared using adequate and uniform techniques.
To do this, and based on generally accepted principles in effect in the country, it is necessary to establish general accounting norms, giving priority to those qualities that accounting information must possess.
Other sections that provide specific guidance to the enterprise in carrying out the EOP are as follows.
Labor and Salary Policies:42 Under the EOP, a Cuban SOE is free to develop its own workforce management and make its own hiring and work assignment decisions, based on the applicants’ qualifications. The enterprise can also set work schedules, work hours, breaks and other employment terms and conditions (including occupational health and safety provisions), disciplinary measures, training, and other aspects of workforce management.
The law repeals previously existing requirements specifying that candidates for particular positions demonstrate having a specified number of years of experience; prior experience becomes just one of the factors in judging applicant qualifications. Three types of employment contract are recognized: employment for an indefinite period; employment for a specific period or for a defined task; and employment to render services at home. All employment must be pursuant to a written contract, the general terms of which are specified in the General Bases.
In terms of salaries, the General Bases establish four fundamental principles: (1) salaries must be pegged to economic results obtained both by the employee and the enterprise; (2) there must be sufficient differentiation among salaries to account for the degree of responsibility and technical demands of the different positions; (3) salary decisions must be decentralized to the extent possible and (4) any salary readjustments must be preceded by a showing that those can be financed from the economic resources available to the enterprise. The General Bases also establish a sliding scale of salaries based on four categories of employees: production personnel, support personnel, administrative personnel, and technical personnel. The bottom salary, for unskilled laborers, is 130 pesos per month,43 while the top salary for an enterprise manager is set as 600 pesos a month. The members of the governing boards of the OSDEs are allowed a salary of 700 pesos a month.
As noted above, incentive payments may be provided to workers (based on retained earnings) up to 30% of their base salary; on the other hand, when the projected after tax profits are not met, salary reductions of up to 20% of the base salary may be assessed.
Internal Controls:44 Each enterprise must set up an internal controls program to protect the enterprises’s resources from “waste, fraud and inefficient use.” The internal controls are to include establishing procedures for the control of each enterprise activity, which must be “authorized, approved, carried out, and recorded.” Another required control mechanism is the functional separation between the accounting and operation functions and between assets and their accounting records. Also required are internal and external audits, with the external audits being conducted only by independent accounting firms approved by the State. Other internal control measures identified in the General Bases include, among others, (1) keeping cash in safes to which only the cashier has access; (2) performing unscheduled audits of the cash at hand; (3) requiring petty cash vouchers to be countersigned by the requiring petty cash cashier and the cash recipient; (4) requiring daily deposit of sale proceeds; (5) requiring that different people authorize and issue checks, on the one hand, and reconcile bank statements; (6) keeping control of warehouse inventories and transfers of warehoused materials; (7) requiring that the person receiving goods at the warehouse be different from the one receiving the invoices for the goods; (8) requiring periodic inventories of 10% of the stored goods (a) maintaining controls over the issuance of tools and materials; (9) separating the functions of sale or delivery of goods from the invoicing and collection for such sales; (10) keeping control over the supply of blank invoices and requiring that such invoices be pre-numbered.
Currently, there are 1,004 SOEs (31% of all Cuban firms) undergoing the EOP.45 In 1998, over 1,400 SOEs were selected for transformation under the EOP; however, 400 had to abandon the process due to serious deficiencies in internal accounting.46 The majority of the firms chosen for upgrading are in key industries that Cuba hopes to develop. Nearly all nickel exploration companies, petroleum refineries, power companies, and many agriculture companies are candidates for reform. Although the government hopes to eventually reform all of Cuba’s 3,000 SOE, the firms in these fields are the most significant for Cuba’s economy47.
The number of SOEs that have reached the sixth (implementation) stage of the optimization process has grown steadily, if not rapidly. In 1999, only five firms received authorization from the Government Group to proceed with their proposed reforms. In 2000, thirty-five firms had advanced to the implementation. 48 As of May, 2001, one hundred firms have been approved by the Government Group to implement the process.49 An additional two hundred are expected to reach the EOP implementation phase by the end of the year.
The government has taken other steps to hasten the implementation of the reforms. On December 28, 2000, the University of Camagüey released an interactive CD-ROM that will help businesses meet the goals of the EOP. The CD ofers virtual consulting, information on the EOP process, and advice from Cuban business and managerial experts.50 The CD comes as a response to the lack of business intelligence on the island. Issuance of this CD responds to the fact that there is insufficient training in Cuba in the use of business intelligence because the budgets of many SOEs do not allow for expenditures towards the collection of information. 51 Consulting groups, such as Gestión Tecnológica in Santiago de Cuba, are being set up as the demand for business advice becomes more evident.52 Consulting firms help SOEs develop their EPEs, which then must be approved by the Government Group.
Thus, the EOP appears to be facing, as its most serious challenge, changing the way that enterprises and their managers do business.
A rapid privatization program is one whose goal is to turn SOEs over to the private sector as quickly as practicable. Rapid privatization methods attract private investors and foster the re-emergence of a domestic enterprise sector. They are, therefore, the most appropriate methods for handling the transition from a state-controlled to a free-market economy. As discussed below, rapid privatization was the method used in East Germany after Germany was reunified in 1989.
This section examines both privatization styles by summarizing the enterprise reforms instituted in China (as the prime exponent of gradual privatization) and East Germany (as an example of rapid privatization). The paper makes no assumption as to what method of SOE privatization Cuba will seek to implement; rather, the focus will be on what activities prior to (or in the early stages of) privatization tend to facilitate the successful completion of the process.
The potential evolution of the SOEs into more independent entities, however, was hampered because the Chinese government authorized the establishment of enterprises that included limited or no state participation. 79 These included joint ventures between the state and a foreign investor, collectives known as township and village enterprises (“TVEs”) and even wholly owned foreign enterprises.80 Completion from these private enterprises had a detrimental effect on SOEs, which never had faced true competition in the market.81 High costs and low efficiency continued to plague the SOEs, which remained unable to compete with the private sector.
• Transforming the SOEs into corporations by a re-definition of their ownership.
• Allowing individuals to buy shares in the SOEs in the stock markets and become minority owners of the enterprises.
• Requiring the corporatized SOEs to set up boards of directors that represent all owners’ interests.
• Establishing separate entities (supervisory boards) that supervise the management of each enterprise.
• Requiring that the supervisory boards include outside specialists in business management.
Corporatized SOEs still have inconsistencies in the relationships between the “shareholders congress” (the shareholders’ meeting) and the government, the board of directors and the enterprise managers, and the government organizations and the governance of the enterprise.91 First, the shareholders congress is required to obtain authorization from the government before its decisions become effective, thus the shareholders – particularly the private ones – have no independent powers but continue to be subordinated to the government.92 Second, enterprise managers are not appointed by the board of directors but by the government authorities, and the post of general manager is held by the chairman of the board.93 Third, the chairman of the board (and enterprise general manager) is appointed by the government instead of being selected by the board or the shareholders.94 In short, the creation of the “modern enterprise system” has failed to achieve the separation of functions between enterprise ownership and management, both of which remain with the State.
The Chinese government has continued to experiment with methods to privatize medium and largesize SOEs.115 An ongoing experiment has designated enterprises throughout China to experiment with optimizing the capital structure and establishing modern business operating systems.116 It remains to be seen whether the experiment will constitute another steps towards the eventual privatization of these and other SOEs.
Some economists have called the East German (GDR) economy a transfer economy rather than a transitional economy.117 East Germany adopted the German Deutschmark, instituted German laws and legal norms, and sold the majority of its firms to German investors.118 Unlike China or the Soviet Union which slowly restructured and privatized SOEs, East Germany turned all former SOEs into companies under German corporate law. These companies remained under control of a trust agency, the Treuhandanstalt (Treuhand), until they were sold as private companies or liquidated.
The sale of the companies was the most important part of the privatization process. Before the Treuhand could sell interests in the formerly state-owned enterprises, it first needed reliable valuations of them.125 The Financial Statement Law required enterprises considered for privatization to prepare financial statements using D-Mark valuations.126 If the prospects for survival were questionable, the Treuhand decided against privatization and liquidated the company.127 If, however, the company’s prospects for survival were promising, the Treuhand would fund the company up to the amount of its debt.128 The company would then be made ready for direct sale into the private sector.
Many East German companies, however, were unattractive to private investors. Although the Deutschmark was valued 1:4 to the Ostmark, the two currencies were officially united at a 1:1 ratio. Subsequently, eastern Germany’s labor force became grossly overpaid, and capital stock devalued by 50%.133 These factors, combined with the poor state of east German companies and resources, discouraged many investors.
Thus, East Germany’s transition cannot be evaluated or applied to other scenarios without carefully considering the surrounding factors.
IS CUBA’S PERFECCIONAMIENTO EMPRESARIAL LAW A STEP TOWARDS PRIVATIZATION?
The second necessary step towards the privatization of SOEs involves taking a number of measures to prepare it for the sale. Of these, only the first (bringing the enterprise’s accounting records and methods to modern standards) can be accomplished before the decision to sell is implemented. Cuba’s EOP gives at least lip service to accounting reform, which is one of the subsystems intended to be covered by the program. Because transparent, competent accounting is inconsistent with enterprise raiding by management and employees, actual implementation of accounting reforms may be as difficult in Cuba as it has been in China.
The third step is to transform the SOE into a corporation, so that there is flexibility in the format of the subsequent sale. East Germany took this step at the outset, and China did so to a limited extent in the second phase of its SOE reform program. Cuba has not yet done so.
The fourth step includes taking a series of enterprise “get well” measures including refinancing or writing off debt, eliminating unprofitable lines of business, reducing the number of employees, hiring new managers, and disposing of assets and liabilities that make the enterprise more difficult to sell. In order for the EOP to result in profitable SOEs in Cuba, some of these measures will inevitably have to be undertaken, and should be part of the business plan in the enterprise’s EPE. Thus, at least in theory, the EOP should accomplish this step wholly or in part. In addition, to the extent that enterprises are made more efficient, this would lead to a higher valuation and a better sale price.
Cuba’s EOP is closest in structure and objectives to the Chinese enterprise reform program. In China, early reforms focused on making Chinese enterprises more competitive, efficient, and productive, as does Cuba’s current program. Specific productivity goals were set for each company, and incentives were given to meet or exceed them. Cuba has already instituted such a program in the agricultural sector and is moving towards doing so in the EOP. Cuba, however, has yet to allow the development of a non-state sector to complement the SOE transformation.
With the adoption of the modern enterprise system, China went a step further as it sought to achieve structural reforms within its SOEs. The specific strategies of the program are very similar to those in Cuba’s EOP. Both countries have sought to establish independent management structures through the establishment of boards of directors, and have tried to make their SOEs closer in operational freedom to Western business organizations. However, while Chinese corporate law nominally seeks to extricate the State from the day-to-day business of the SOEs, the actual composition of boards and key offices is still directed and peopled by government actors. Cuba’s EOP does not even make such an attempt, since the program specifically requires that the majority of the members of outside governing boards be State officials. It also subjects enterprise management to the authority of both the OSDEs and the Cabinet-level Government Group. In this sense, Cuba has made even less progress in removing the State’s control over the enterprise than the Chinese approach. Perhaps China’s more liberalized system reflects its acknowledgment of past failures with enterprise reform, an experience likely to be repeated in Cuba.
East Germany’s pace of privatization was very swift, as compared to China’s. Its focus on SOE efficiency was not an effort to improve enterprise operations but a test administered to determine whether a company should be selected for privatization or liquidated. Reforming and improving efficiency of SOEs was left to the purchaser. Overall, this approach stands in stark contrast to that prescribed by the Cuban program, even though both involve evaluating and hand-picking the enterprises that will participate in the program.
The East Germany model of rapid action is unlikely to be imposed on Cuba absent a major near term transformation in the state apparatus. Nor is there a familiarity with a market-based economy and the presence of institutions that embody market principles in Cuba, as there was in Germany during reunification. The Chinese government addressed this gap by building a non-state sector before privatizing the state sector. This was both consistent with prevailing “Chinese socialism” conceptions and with China’s gradualist approach to economic reforms.144 Perhaps over time Cuba, as it has done with other aspects of enterprise reform, will come to imitate this aspect of the Chinese program.
The efforts in Cuba under the EOP reflect a political structure that parallels that of China. The reforms instituted are the product of a strong socialist government that is unwilling to relinquish either ideological or operational control over the country’s economic activity, even while recognizing the imperiled state of the economy.
To what extent Cuba’s EOP will exhibit the same deficiencies as China’s program remains to be seen. The characteristics that led to China’s problems are also found in Cuba, primarily the pervasive government control over the SOE’s operations. In any case, Cuba’s program seems to be a viable, albeit limited first step towards reforming its state enterprises and making them more efficient. Improved enterprise operation would, in turn, better position those enterprises to be successfully sold or otherwise privatized when a privatization program is set in place in the island.
1. The author gratefully acknowledges the assistance of Luis Marini, Charles P. Trumbull IV and Sima Chowdhury in the research and preparation of this paper.
2. Law Decree No. 187, published in Gaceta Oficial, August 25, 1998 (“Law 187”).
4. See Fidel Vascós González, Upgrading State Enterprises, 59 Cuban Review 5, ¶ 5 (April 2000), available online at http://www.globalreflexion. org/cubanrev/CR59/en/CR_05.html (hereinafter “VASCÓS”).
5. See, e.g., Matías Travieso-Díiaz, The Laws and Legal System of a Free-Market Cuba (Westport: Connecticut: Quorum Books, 1996), Chapter 6.
6. See, e.g., Matías F. Travieso-Díaz, Some Legal and Practical Issues in the Resolution of Cuban Nationals’ Expropriation Claims Against Cuba, 16 U. PA. J. INT’L BUS. L. 217 (1995); Matías F. Travieso-Díaz, Alternative Remedies in a Negotiated Settlement of the U.S. Nationals’ Expropriation Claims Against Cuba, 17 U. Pa. J. Int’l. Bus. L.659 (1996); Matías F. Travieso-Díaz, Legal and Practical Issues in Resolving Expropriation Claims, NEW YORK L.J., February 20, 1996.
7. Cuba may need, for political reasons, to provide comparable remedies to claimants living in the island to those given to Americans and Cubans living abroad. See, e.g., Matías F. Travieso-Díaz and Steven R. Escobar, Cuba’s Transition to a Free-Market Democracy: A Survey of Required Changes to Laws and Legal Institutions, 5 DUKE J. COMP. & INT’L L. 379, 412 (1995); Rolando H. Castañeda and George P. Montalván, Economic Factors in Selecting an Approach to Expropriation Claims in Cuba, presented at the Shaw, Pittman, Potts & Trowbridge Workshop on Resolution of Property Claims in Cuba’s Transition, Washington, D.C. 16 (January 1995).
8. Charles Vuylsteke, TECHNIQUES OF PRIVATIZATION OF STATE-OWNED ENTERPRISES, The World Bank (1988).
9. United Nations, ACCOUNTING, VALUATION AND PRIVATIZATION 14 (1993) [hereinafter ACCOUNTING].
10. United Nations, Legal Aspects of Privatization in Industry 35-36 (1992) [hereinafter Legal Aspects of Privatization] at 42-43.
12. ACCOUNTING, supra, at 14-15.
13. Private ownership of income-producing property in Cuba is limited to small plots of land in the hands of farmers, and the assets of joint ventures between state enterprises and foreign venturers. CONSTITUCIÓN DE LA REP∨BLICA DE CUBA (1992), published in Gaceta Oficial (August 1, 1992), art. 19-23.
14. See, e.g., Jozef M. van Brabant, Privatizing Eastern Europe: The Role of Markets and Ownership in the Transition 23-26 (1992).
15. Horst Brezinski, The Autonomous Sector in a Society of Shortage, in PRIVATIZATION AND ENTREPRENEURSHIP IN POST-SOCIALIST COUNTRIES: ECONOMY, LAW AND SOCIETY 33 (Bruno Dallago et al. eds., 1992).
16. The FAR operate a number of enterprises in several segments of the economy, including tourism. For example, Gaviota S.A., organized in 1990, owns resort hotel properties that at the end of 1998 accounted for 7% of Cuba’s hotel rooms and accommodated 10% of the visitors to the island. See http://www.gaviota.cubaweb.cu/espanol/index.html.
17. Jose A. Massip, Ernesto Hernández García and Boris Nerey Obregón, La Empresa Estatal Cubana y el Proceso de Perfeccionamiento Empresarial, CUBA SIGLO XXI (February 2001), available online at http://www.cubaxxi.f2s.com/economia/ (hereinafter “EMPRESA ESTATAL”).
18. In the annual review meeting on the status of the EOP program for the FAR, General Raúl Castro, head of the FAR, stated that five enterprises still not had approved optimization plans and noted the existence of widespread resistance to linking employee salaries to enterprise performance, leading to the formulation of unrealistic budgets and business plans. El Perfeccionamiento Empresarial Tiene que ser un Camino sin Retroceso, GRANMA, May 18, 2001 (Remarks of General Raúl Castro), available online at http://www.granma.cubaweb. cu/2001/05/18/nacional/articulo1.html.
19. Enterprises wholly owned by the State currently provide employment to over 70% of the Cuban workforce. VASCÓS, supra.
22. Law 187 is a very short (less than half a page) document, consisting of an introduction, two articles, one special provision, and two final provisions. Art. 1 approves the General Bases which are “an annex” to the law, but which are not included in the copy published in the Gaceta Oficial. (The General Bases are available online at http://www.nuevaempresa.cu/01_5.htm.) Art. 2 of the law authorizes the establishment, by the Executive Committee of the Council of Ministers, of a temporary Government Group headed by the Secretary of the Executive Committee of the Council of Ministers and comprised of five ministers and the head of the Central Bank. The Government Group, assisted by an Executive Secretary, is charged with the review of optimization proposals submitted by SOEs in accordance with the General Bases. The proposals are not to be submitted by the SOEs directly, but through the Organizaciones Superiores de Direccion Empresarial, described below.
24. See EMPRESA ESTATAL, supra.
25. “Enterprise optimization is based on enterprise self-financing, which requires that the enterprise its costs out of revenues and generate a profit.” General Bases, Section 1.1.
27. General Bases, Section 1.1.
28. For example, the management of each enterprise is to have the authority to develop annual plans and budgets, and to manage the enterprise’s physical and financial assets, as well as the labor force. Id.
29. The discussion in this section is based on Sections 1.2 and 2 of the General Bases.
30. General Bases, Section 2.1.
33. These stages are described in Section 1.2 of the General Bases.
34. The possibility that increased enterprise efficiency will result in employee layoffs is addressed quite obliquely, as follows: “As workers become available, the most appropriate measures will be taken (in coordination with the organizations in the sector and the local labor oversight authorities) so that no worker is left unprotected.” General Bases, Section 1.2.4.1.
36. Id., Section 1.2.4.3. The General Bases do not specify the consequences of a finding that an enterprise does not qualify for the EOP. Presumably, however, since the Cuban Government has placed great emphasis on the implementation of the EOP, those enterprises that are deemed unqualified to participate in the program may be candidates for eventual dissolution.
41. Bases Generales, Section 11.2.2.2.
42. Bases Generales, Section 7.
43. U.S. $6.50, at the prevailing rate of exchange of approximately U.S. $1 = 20 pesos.
57. Marta Veloz, Petróleo: Estrategias, resultados y perspectivas, OPCIONES, February 11, 2001.
58. Silberman and Waters, Cuban wokers discuss reforms in factory management, THE MILITANT, VOL. 64, NO.22, June 5, 2000 (“SILBERMAN”).
62. Interview with Oscar Espinosa Chepe, En Crítica Situación la Economía Cubana, BURÓ DE INFORMACIÓN DE DERECHOS HUMANOS, October 24, 2000 (“CHEPE”).
63. Charles Trumbull, Economic Reforms and Social Contradictions in Cuba, in CUBA IN TRANSITION: PAPERS—VOLUME 10, PAPERS AND PROCEEDINGS OF THE TENTH ANNUAL MEETING OF THE ASSOCIATION FOR THE STUDY OF THE CUBAN ECONOMY 64 (AUG. 2000).
66. Fan Liufang, China’s Corporatization Experiment, 5 DUKE J. COMP. & INT’L. L. 149 (Spring 1995); Matthew D. Bersani, Privatization and the Creation of Stock Companies in China, 1993 COLUM. BUS. L. REV. 301 (1993); Andrew Xuefeng Qian, Riding Two Horses: Corporatizing Enterprises and the Emerging Securities Regulatory Regime in China, 12 UCLA PAC. BASIN L. J. 62 (Fall 1993); FREEHILL HOLLINGDALE & PAGE, VIETNAM: A BUSINESS GUIDE 103 (1991).
67. China has coupled the limited opening of SOEs to private ownership through the sale of enterprise stock to the public with a grant of increased operational autonomy to its SOEs. BARBARA LEE & JOHN NELLIS, ENTERPRISE REFORM AND PRIVATIZATION IN SOCIALIST ECONOMIES 7-9 (1990). As discussed earlier, the second half of that equation is analogous to an stated objective of the EOP in Cuba.
68. Lan Cao, Public Perspectives on Privatization: Chinese Privatization: Between Plan and Market, 63 LAW & CONTEMP. PROB. 13 (2000). (hereinafter “PERSPECTIVES”). Since the beginning of market reforms, however, Chinese officials have drawn a distinction between marketization (which they favor) and SOE privatization (which they oppose). As will be further discussed below, parallel with the institution of SOE reforms, the Chinese government has also allowed the development of a non-state sector side by side with the state sector. See Lan Cao, The Cat that Catches Mice: China’s Challenge to the Dominant Privatization Model, 21 Brooklyn J. Int’l L. 97, 100 (1995) (hereinafter “CAT”).
71. See Natalie Lichtenstein, ENTERPRISE REFORM IN CHINA: THE EVOLVING LEGAL FRAMEWORK 5 (World Bank Pol’y Res. Working Paper No. 1198, 1993).
72. Xinqiang Sun, Foreword: Reform of China’s State-Owned Enterprises: A Legal Perspective, 20 St. Mary’s L.J. 19 (1999) (hereinafter “SUN”).
73. PERSPECTIVES, supra, at 29-30. Cuba copied the Chinese model when it instituted the Unidades Básicas de Producción Cooperativa (UBPCs) in 1993 and subsequently established the mercados agropecuarios, that is, agricultural markets in which agricultural products are sold by farmers to the public at free-market prices. See, e.g., Hans-Jurgen Burchadt, La Descentralización de las Granjas Estatales en Cuba: ¿Gérmen Para una Reforma Empresarial Pendiente?, in CUBA IN TRANSITION—VOLUME 10, PAPERS AND PROCEEDINGS OF THE TENTH NNUAL MEETING OF THE ASSOCIATION FOR THE STUDY OF THE CUBAN ECONOMY 64 (Aug. 2000).
74. SUN, supra, at 20-21.
75. See Andrew X. Qian, Riding Two Horses: Corporatizing Enterprises and the Emerging Securities Regulatory Regime in China, 12 UCLA PAC. BASIN L.J. 62, 73 (1993).
76. See RULES ON TRANSFORMING MANAGEMENT OF STATE ENTERPRISES, CH. II, ARTS. 6-22 (1992), Gazette of the State Council of the People’s Republic of China (1992), translated in BBC Summary of World Broadcasts, July 29, 1992, available in LEXIS, World Library, BBCSWB File.
77. Regulations on Converting the Operational Forces in the Industrial Enterprises Under the Ownership of the Whole People (1992), quoted in SUN, supra, at 23-24.
79. See CAT, supra, at 102.
81. See SUN, supra at 21.
82. Jun Ma, SHAREHOLDING EXPERIMENT, MODERN ENTERPRISES SYSTEM, AND STATE-OWNED ENTERPRISE REFORM, The World Bank (1998).
83. See SUN, supra, at 28.
85. Of the 380,000 SOEs in China, only 1 ½ percent have become joint stock companies. They represent, however, six percent of the production and account for thirteen percent of the profits of the Chinese SOE system. Id. at 21, 28-29.
86. Jun Ma, CHINA’S ECONOMIC REFORM IN THE 1990’S, The World Bank (1997).
87. See SUN, supra, at 35.
91. Jin Heting, POLICY OPTIONS FOR REFORM OF CHINESE STATE-OWNED ENTERPRISES, The World Bank (1998).
95. Jun Ma, SHAREHOLDING EXPERIMENT, MODERN ENTERPRISES SYSTEM, AND STATE-OWNED ENTERPRISE REFORM, The World Bank (1998).
99. See SUN, supra, at 32.
100. Thomas G. Rawski, Progress Without Privatization: The Reform of China’s State Industries, in Changing Political Economies: Privatization in Post-Communist and Reforming Communist States, (quoting Anming Gao, Giant Tractor Maker Plagued by Slow Sales, China Daily, May 28, 1991, at 4).
101. See SUN, supra, at 28.
102. SUN, supra, at 38-39.
103. Id. at 40-43. The problem has been characterized as follows: “Various administrative agencies at both the national and local levels invested in an enterprise vie to exercise control over it, thereby subjecting the enterprise to overlapping and often conflicting vertical – usually one of the industrial administrative bodies attached to a central ministry – as well as horizontal –usually the local pe ople’s government or their agencies – lines of authority.” PERSPECTIVES, supra, at 37.
104. SUN, supra, at 39-40.
105. Privatization is not always feasible, however, because many Chinese SOEs are unsalable, either because of their poor financial condition or because there are few Chinese nationals who can afford to buy them. With respect to SOEs engaged in important industries, such as transportation, telecommunications, and national defense, it would be politically unacceptable to sell to foreign nationals. Id. at 43.
106. Id. at 44-45. Potential ways to address the corruption problem include external auditing, formal control systems, budget restrictions, the establishment of suitable incentive compensation systems, and reforming the State employment system so that managers have a real risk of unemployment if the enterprise is not successful. Id. at 45-46.
107. PERSPECTIVES, supra, at 42.
115. Privatization of small SOEs is no longer a problem. Government regulations issued jointly in 1998 by the State Commission of Economy and Trade, the Treasury Department, and the Central Bank establish guidelines for the sale and purchase of small SOEs. Such sales are well under way in China, although the process is not officially acknowledged as privatization. SUN, supra, at 35.
117. Dr. Seliger, “Two Sides to this Coin,” Central European Review Vol 3, No 3. Jan, 2001. www.ce-review.org/01/3/seliger3.html (Hereafter COIN).
118. Dr. Seliger, “Ten Years after German Unification,” Central Europe Review Vol 3, No 2 Jan, 2001 www.ce-review.org/01/2/ seliger2.html (Hereafter Unification).
119. TRUST LAW, v. 22.6.1990 (GBl. I at S.300).
120. The Treuhand was created by the GDR prior to reunification and was integrated into the government of the Federal Republic in the Treaty on Unification, where it became a federal agency overseen by the minister of finance. Unification Treaty art. 25, v. 28.9.1990 (BGBl. II at S.897), 30 I.L.M. at 481.
121. TRUST LAW, v. 22.6.1990 (GBl. I at S.300).
126. See Besondere Bestimmungen fumur Fortgeltendes Recht der Deutschen Demokratischen Republik, ch. III, 1(2), v. 28.9.1990 (BGBl. II S.1173) [hereinafter “Financial Statement Law”].
128. See Norbert Horn, The Lawful German Revolution: Privatization and Market Economy in a Re-unified Germany, 39 AM. J. COMP. L. 725, 728 (1991).
129. Herbert Brucker, PRIVATIZATION IN EASTERN GERMANY, Frank Cass (1997).
139. Dr. Seliger, “Almost There” Central European Review Vol 3, No 5 Feb. 5, 2001 www.ce-review.org/01/5/seliger5.html (Hereafter ALMOST).
142. Depending on how far into the future the actual privatization takes place, this evaluation may need to be updated or repeated, but the initial exercise should provide a good starting point in any instance.
143. Although Cuba has yet to take steps to liquidate unprofitable enterprises, the initial selection of SOEs to be included in the EOP, and the subsequent culling of some enterprises based on the results of the valuation, suggests that Cuba has already indirectly made the cut as to what SOEs will be supported towards possible solvency and which will be eliminated by some method or another.
144. See CAT, supra, at 104.
Matías F. Travieso-Díaz, Esq., is a Retired Partner, Pillsbury Winthrop Shaw Pittman LLP (Washington, D.C.). J.D., 1976, Columbia University; Ph.D., 1971, Ohio State University; M.S., 1967, B.S., 1966, University of Miami.

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As I summarized in an earlier post, fraud claims can and should be dismissed at the pleadings stage when the element of “reasonable reliance” is shown to be lacking. The Appellate Division, Second Department, recently affirmed that principle in Sammy v. Haupel, 2019 NY Slip Op 02372 (2d Dep’t Decided on March 27, 2019).
The lower court granted the attorney defendants’ motion to dismiss under CPLR 3211(a)(7)(“the pleading fails to state a cause of action”). Plaintiff appealed.
An attorney is liable under Judiciary Law § 487(1) if he or she “[i]s guilty of any deceit or collusion, or consents to any deceit or collusion, with intent to deceive the court or any party.” “A cause of action alleging a violation of Judiciary Law § 487 must be pleaded with specificity” (Betz v Blatt, 160 AD3d 696, 698). “Judiciary Law § 487 focuses on the attorney’s intent to deceive, not the deceit’s success” (id. at 699 [internal quotation marks omitted]).
Here, the plaintiff did not state a cause of action alleging violations of Judiciary Law § 487. The plaintiff failed to set forth “with specificity,” either in her complaint or in her papers opposing the motions, how the defendants knew or should have known that she did not sign the release upon which they relied in asserting affirmative defenses on behalf of their clients in the claim denial action (id. at 698). Even if the plaintiff had sufficiently pleaded this allegation, she “failed to allege sufficient facts to establish that the[ ] defendants intended to deceive the court” or the plaintiff (Klein v Rieff, 135 AD3d 910, 912; see Ticketmaster Corp. v Lidsky, 245 AD2d 142, 143; Thomas v Chamberlain, D’Amanda, Oppenheimer & Greenfield, 115 AD2d 999, 999-1000). The plaintiff’s conclusory allegation that the defendants intended to deceive the court and the plaintiff in relying on the affirmative defense of release in the claim denial action was not sufficient to state a cause of action alleging a violation of Judiciary Law § 487 (see Betz v Blatt, 160 AD3d at 698; Kupersmith v Winged Foot Golf Club, Inc., 38 AD3d 847, 848).
Accordingly, we agree with the Supreme Court’s determination granting those branches of the defendants’ motions which were pursuant to CPLR 3211(a)(7) to dismiss the cause of action alleging violations of Judiciary Law § 487 insofar as asserted against each of them.
“In an action to recover damages for fraud, the plaintiff must prove a misrepresentation or a material omission of fact which was false and known to be false by defendant, made for the purpose of inducing the other party to rely upon it, justifiable reliance of the other party on the misrepresentation or material omission, and injury” (Ginsburg Dev. Cos., LLC v Carbone, 134 AD3d 890, 892 [internal quotation marks omitted]). “To show reliance, a party must demonstrate that [it] was induced to act or refrain from acting to [its] detriment by virtue of the alleged misrepresentation or omission” (id. at 892 [internal quotation marks omitted]). “The plaintiff must show a belief in the truth of the representation and a change of position in reliance on that belief” (Nabatkhorian v Nabatkhorian, 127 AD3d 1043, 1044; see Lazich v Vittoria & Parker, 189 AD2d 753, 754). “In addition, in any action based upon fraud, the circumstances constituting the wrong shall be stated in detail” (Nabatkhorian v Nabatkhorian, 127 AD3d at 1044 [internal quotation marks omitted]).
Here, the plaintiff also failed to state a cause of action alleging fraud. The plaintiff failed to allege facts that would support an inference that asserting affirmative defenses based on the plaintiff’s purported release constituted knowing “misrepresentation or a material omission of fact which was false” (Ginsburg Dev. Cos., LLC v Carbone, 134 AD3d at 892 [internal quotation marks omitted]). The plaintiff also failed to allege facts that would support the element of justifiable reliance (see id.). Given that the plaintiff alleged that she did not sign the release, she could not also [*3]claim to have believed that the affirmative defense of release was true, nor could she claim to have “change[d her] position in reliance on that belief” (Nabatkhorian Nabatkhorian, 127 AD3d at 1044). Moreover, as in Lazich, the alleged statements—the assertion of an affirmative defense—”were undertaken in the course of adversarial proceedings and were fully controverted,” further undermining any claim of reliance by the plaintiff (Lazich v Vittona & Parker, 189 AD2d at 754).
Reasonable reliance is one of the most critical elements of the claim for fraud. It shifts the focus from the wrongdoing, and falsity allegedly perpetrated by the defendant to the prudence and reasonableness of the plaintiff. Even with documented false statements and misrepresentations, the plaintiff has its own obligation to act reasonably and prudently in avoiding harm.


Following are summaries of bills enacted into law that may directly affect filings made and business conducted with the Secretary of State’s office. Unless otherwise indicated, these measures took effect on January 1, 2004. To research any legislation or existing law, please refer to the California Legislative Information website.
This act expands the list of persons who may be shareholders, officers, directors, or professional employees of a dental corporation to include: licensed physicians and surgeons, dental assistants, registered dental assistants, registered dental assistants in extended functions, registered dental hygienists, registered dental hygienists in extended functions, and registered dental hygienists in alternative practice.
This act authorizes the submission by facsimile transmission of documents for filing with the Secretary of State pursuant to the Corporations Code. It provides that the term signature includes a signature in a facsimile document filed pursuant to the Corporations Code or regulations adopted pursuant to the Corporations Code and presented to the Secretary of State. Such a document will not be sent by facsimile transmission directly to the Secretary of State, but instead transmitted to a third party who will deliver it by mail, courier, or in person to the Secretary of State. The Secretary of State is required to accept facsimile signatures on documents that are delivered by mail or by hand. SB 220 specifies that the Secretary of State may adopt procedures to allow for direct electronic or facsimile transmission. This act also requires a person on whose behalf a document bearing a facsimile signature is submitted for filing to the Secretary of State to maintain the original signed document for at least five years from the date of filing.
This act establishes, until July 1, 2009, the Naturopathic Doctors Act. The provision that affects the Secretary of State is newly–amended Corporations Code § 13401.5, which permits naturopathic doctor corporations to form as professional corporations and allows naturopathic doctors to be shareholders, officers, directors, or professional employees of the following types of professional corporations: medical corporations, podiatric medical corporations, psychological corporations, nursing corporations, marriage and family therapy corporations, licensed clinical social worker corporations, physician assistants corporations, optometric corporations, chiropractic corporations, and acupuncture corporations.
This act makes various changes to the Corporations Code, Government Code, and Revenue and Taxation Code. The provisions that affect the Secretary of State are newly–amended Corporations Code §§ 2205 and 5008.6, which allow a domestic stock corporation (§ 2205) or a domestic nonprofit corporation (§ 5008.6) that has been suspended by the Secretary of State to file an application for exempt status or amend its articles of incorporation to perfect that application. This act took effect as an urgency statute on September 30, 2003.
This act revises the Davis–Stirling Common Interest Development Act and adds provisions concerning decisionmaking and rulemaking by common interest development associations. The provision that affects the Secretary of State is new Civil Code § 1363.6(a)(4), which requires a common interest development association to include the name of the president of the association with the information the association is required to file with the Secretary of State.
This act contains various provisions concerning common interest development managers. The provision that affects the Secretary of State is newly–amended Civil Code § 1363.5(a)(3), which repeals the requirement that a common interest development association specify in its articles of incorporation whether the association’s managing agent is certified pursuant to § 11502 of the Business and Professions Code. This amendment also removes this requirement from the statement of information, pursuant to Civil Code § 1363.5(b). This act took effect as an urgency statute on August 1, 2003.
Beginning January 1, 2005, this act requires any person seeking to qualify as a notary public to satisfactorily complete a six–hour course of study approved by the Secretary of State concerning the functions and duties of a notary public. A notary public applying for reappointment who has satisfactorily completed the six–hour course at least once previously will be required to provide satisfactory proof that he or she has completed a three–hour refresher course. The act requires the Secretary of State to review the course of study proposed by any vendor for this purpose and to approve the course of study if it includes all material that a person is expected to know to satisfactorily complete the notary public written examination. The Secretary of State would then compile a list of all persons offering an approved course of study and provide the list with every booklet of laws relating to notaries public that is distributed by the Secretary of State. The bill authorizes a civil penalty not to exceed $1,000 per violation for vendors who violate any regulations adopted by the Secretary of State for approved vendors and requires vendors to pay restitution where appropriate.
This act makes various changes to the Commercial Code. The provisions that affect the Secretary of State are newly–amended Commercial Code § 9521 and Government Code § 12194, which permit the use of a financing statement form that does not include a space for the debtor’s social security number.


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Ghost Ranch is located approximately 38 miles northwest of the town of Española, New Mexico, just north of U.S. Highway 84.
Ghost Ranch is run by the Presbyterian Church as a conference center. It has facilities for lodging and camping, as well as paleontology and cultural museums.
Ghost Ranch lies in the Chama Basin, a broad shallow basin along the eastern margin of the Colorado Plateau in the transition between the Plateau and the Rio Grande rift.
DEM showing the relationship of Ghost Ranch (GR) to the Rio Grande rift and Colorado Plateau.
The Colorado Plateau, which occupies parts of New Mexico, Arizona, Utah, and Colorado, has been a relatively stable block in the Earth’s crust for at least 600 million years; consequently the rocks around Ghost Ranch are generally flat-lying and are only mildly deformed by broad-scale folding and localized faulting with stratigraphic offsets of less than 120 feet (36 m). The broadly downwarped Chama Basin formed during compressional Laramide deformation starting about 75 million years ago (Cather, 2004). North to northeast-trending normal faulting associated with the development of the Rio Grande rift, an extensional feature that roughly parallels the course of the Rio Grande between central Colorado and west Texas, affected the area starting about 26 million years ago. The area was mapped by Smith et al. (1961). The 7.5-minute Ghost Ranch quadrangle is currently being updated as a STATEMAP project.
The Mesozoic rocks in the breathtaking red, white, and yellow 1300-foot escarpment surrounding Ghost Ranch contain a rich, but fragmentary, geologic record spanning approximately 130 million years of Earth's history. Portions of river systems, vast deserts, saline lakes, broad mudflats, and ocean shorelines are preserved at Ghost Ranch.
The oldest rocks exposed at Ghost Ranch belong to the Late Triassic Chinle Group, a thick package of brick-red to red siltstone and mudstone and white to tan sandstone that consist of six distinct rocks units that can be traced around the Chama Basin (Lucas et al., 2005). These rocks were deposited by rivers between 205 and 228 million years ago, when the Ghost Ranch area was located about 10° north of the equator. The basal Shinarump Formation (formerly called Agua Sarca Sandstone) is a white to yellow to green, coarse-grained quartz sandstone that locally contains abundant well-rounded quartzite cobbles; this sandstone is overlain the maroon shales of the Salitral Formation. The Shinarump and Salitral Formations are exposed south of the main Ghost Ranch headquarters along the Rio Chama. On top of the Salitral Formation is a second conglomeratic sandstone – mudstone sequence composed of the Poleo Formation, a medium-bedded, yellowish-gray micaceous sandstone with conglomeratic lenses of siltstone and calcrete clasts, overlain by a thick red to reddish brown mudstone, the Painted Desert Member of the Petrified Forest Formation. In many places, a transitional. thinly-bedded sandstone unit, the Mesa Montosa Member of the Petrified Forest Formation, is present between the Poleo Formation and the Painted Desert Member. The Poleo Formation and Mesa Montosa Member sandstones can be seen along Highway 84 southeast and south of the Ghost Ranch Headquarters. Both of these sandstone-mudstone packages were deposited by large Mississippi River-scale river systems flowing from central Texas toward the northwest to Nevada.
Stratigraphic column for the Ghost Ranch area modified from the diagram inside the back cover of the 2005 New Mexico Geological Society guidebook. Thanks to Kate Zeigler for providing this diagram.
The uppermost part of the late Triassic Chinle Group is exposed in the vicinity of the Ghost Ranch headquarters. Most of the facilities at Ghost Ranch are built on the mudstones of the Painted Desert Member of the Petrified Forest Formation. Several of the notable fossil quarries at Ghost Ranch, the Snyder Quarry, Orphan Mesa site, Hayden quarry and the Canjilon phytosaur quarry, are located in this unit at about the same stratigraphic level. The youngest Chinle Group unit, the Rock Point Formation of Lucas et al. (2005), is locally exposed in the escarpment north and east of the ranch just below the conspicuous red and yellow Entrada Sandstone cliffs. The uppermost unit is a thin-bedded red-brown to gray brown siltstone to sandstone. The world-renowned Whitaker quarry, which contains hundreds of skeletons of an early Triassic dinosaur, Coelophysis bauri, is located in this interval (Colbert, 1995).
A remarkable accumulation of Coelophysis bauri skeletons was discovered by George Whitaker at Ghost Ranch in the summer of 1947 (Colbert, 1995). Blocks excavated from this quarry have been distributed to museums all over the world. Coelophysis bauri was a bipedal, carnivorous early dinosaur that was generally 6 to 8 feet long, although some adults were as long as 10 feet. The fossil record at the Whittaker quarry is exceptional in that the skeletons display a full spectrum of growth development, ranging from juveniles to fully grown adults, and both genders are represented. Coelophysis was apparently cannibalistic because tiny baby Coelophysis bones have been found in the rib cage of a large Coelophysis (Colbert, 1995). Cannibalism is common among reptiles. No one knows for sure why so many dinosaurs of one species died at once. Usually predators do not congregate unless there is a exceptional food source. Although a few fish and reptile fossils are mixed in with the Coelophysis skeletons, there is nothing to suggest a major food attraction. The skeletons are well-preserved (about 25% are articulated or complete) and show no signs of scavenging, so the animals were buried quickly after death. The leading hypothesis that is consistent with both the fossil and sediment record at the quarry is that the animals were killed by a flood, washed into a low spot or pond, and immediately buried (Colbert, 1995).
A bone bed in the Late Triassic Painted Desert Member of the Petrified Forest Formation that contains a diverse group of land and water-based animals, aquatic invertebrates, and abundant charcoal was found by Mark Snyder in 1998 (Heckert and Zeigler, 2003). Phytosaurs, two genera of aetosaur, a rauisuchian, an amphibian, an Eucoelophysis, and thousands of fish scales have been recovered from the quarry (Zeigler, 2005; Zeigler et al., 2005). Phytosaurs, a common fossil found at Ghost Ranch, were crocodile-like, scale-covered, reptiles up to 20 feet long that lived in rivers and lakes. Phytosaurs had a long, narrow head with nostrils just in front of the eyes. Aetosaurs, another common Ghost Ranch fossil, were 10-foot-long, armored reptiles with a crocodile-like body and a pig-like snout that also liked to live near water. The bonebed is in a 1 foot thick conglomerate containing mudstone rip-up clasts. The bones and wood are aligned, but not abraded, so transport in flowing water was minimal (Zeigler, 2005; Zeigler et al., 2005). The skeletons are mostly disarticulated, but there are no signs of scavenging or weathering, so burial occurred shortly after death. The ten phytosaur skulls found at Snyder quarry range fro 1 foot to 3 feet in length, indicating that juvenile to adults were present in the assemblage; young adult were the most common. Zeigler (2005) has proposed that the animals were killed by a wildfire through a combination of asphyxiation and high temperature, that the decaying carcasses were not at the surface very long, and that the animals were buried during the rapid sedimentation that often occurs after a wildfire.
The Hayden Quarry was found in June, 2002, near the entrance gate to Ghost Ranch at the same stratigraphic level as the Snyder quarry (Downs, 2005). Like the Snyder quarry, the bones are black, and carbonized wood is abundant. The most common skeletal fragments found so far belong to phytosaurs and aetosaurs. Bones from two dinosaurs, one small and one large, have been found (Heckert et al., 2000). The quarry is still under development (Downs, 2005).
Charles Camp from the University of California Museum of Paleontology excavated this quarry in 1928, 1930, and 1933. This quarry is at the same stratigraphic level in the Chinle Group as the Snyder and Hayden quarries. The degree of articulation of the skeletons is better at this quarry, but the diversity of the fauna is lower compared to the Snyder quarry (Martz and Zeigler, 2005). Like the Snyder quarry, phytosaurs are the most common fossil; the eleven skulls found here are mostly young adults, but juveniles and larger adults are also present (Zeigler et al., 2005). Aetosaur and and few metopsaur bones have been found. No charcoal has been found at this quarry, but silicified wood interpreted to be pyrofusinite, which forms by fire, is common (Zeigler et al., 2005).
Several fossils have been found around Orphan Mesa, including a partial Euceolophysis baldwini dinosaur fossil (Sullivan and Lucas, 1999) and parts of phytosaurs (Sullivan et al., 1996).
A significant gap in the rock record (unconformity) spanning about 44 million years occurs between the late Triassic rocks and the Middle Jurassic rocks at Ghost Ranch. The oldest of the Middle Jurassic rocks, the Entrada Sandstone, forms the prominent red, yellow, and white cliffs just above Ghost Ranch. The Entrada Sandstone contains spectacular cross-beds that are several feet high, indicating an eolian (wind-blown sand) origin for this unit. The Entrada Sandstone deposits at Ghost Ranch are part of a vast dune field that covered much of northern New Mexico, southwestern Colorado, southeastern Utah, and northeastern Arizona (Korurek and Dott, 1983; Blakey, 1994; Peterson, 1994). Paleocurrent indicators show that the Entrada sands were transported by wind blowing toward the south to southwest (Tanner, 1965). The Entrada sandstone is estimated to be approximately 161 to 165 million years old.
View from Chimney Rock trail toward Chimney Rock. Js is basal Jurassic Summerville sandstones and Jt is Jurassic Todilto.
TRcp is Triassic Petrified Forest Formation of the Chinle Group, Je is Jurassic Entrada Sandstone, Jt is Jurassic Todilto Formation, and Js is Jurassic Summerville Formation.
The Todilto Formation, which consists of a basal limestone and shale unit (Luciano Mesa member) and, in places, 25 to 100 feet of gypsum (Tonque Arroyo member), was deposited on the Entrada Sandstone. Locally, a thin bed of limestone sits on the gypsum. The contact between the Entrada Sandstone and the Luciano Mesa limestone member of the Todilto Formation is relatively flat and quite sharp, which has led Ahmed Benan and Kocurek (2000) to speculate that that the Entrada dune field was flooded catastrophically, with very little reworking of the sand dunes. The Todilto Formation was most likely deposited in a salina (Lucas et al., 1985); in other words, in a moderately deep, oxygen-poor, body of saline water that was isolated from the main body of the Jurassic ocean by a barrier. First, limestone precipitated from the evaporating sea water. Anderson and Kirkland (1960) noted that the basal limestone was deposited in thin layers, with each layer consisting of limestone, clay, and dark organic material. Each layer, or varve, represents a one year cycle related to seasonal variations in runoff, water temperature, and abundance of lake organisms. Anderson and Kirkland (1960) carefully counted the varves and found that it took 14,000 years for the basal laminated limestone to accumulate. Two fossil fish have been found in the limestone of the Luciano Mesa Member adjacent to the Chimney Rock trail at Ghost Ranch (Hunt et al., 2005). Later, as the saline waters of the salina became more concentrated by evaporation, gypsum precipitated. The Todilto Formation, based on fossil evidence (Lucas et al.,1985) is approximately 159 million years old.
The Todilto Formation grades up into the Summerville Formation. The basal 25 to 40 feet of the Summerville Formation is tabular white to tan sandstone interbedded with green to red mudstone and shale. Limestone is interbedded with the basal Summerville Formation toward the west. Ripple marks and casts of gypsum crystals are common in the basal Summerville sandstone. The basal sandstone unit is overlain by a thick section of maroon mudstone and pinkish-tan, poorly cemented sandstone deposited on an arid coastal plain (Lucas et al., 1998). Pedogenic carbonate is common in the maroon mudstone, particularly near the top of the unit. The Bluff Sandstone, which is exposed near the top of the Summerville Formation, represents a return to eolian (wind-blown sand) deposition in this area. Cross-beds in the Bluff Sandstone record winds blowing toward the east, suggesting that the Ghost Ranch portion of the North American continent had drifted north into the zone of prevailing westerlies (Lucas and Anderson, 1998).
An unconformity between the Summerville Formation and the overlying Morrison Formation marks a time of a major plate tectonic reorganization of the southwestern United States and a shift from an arid to a more humid environment in this region (Lucas and Anderson, 1998). The Brushy Basin member of the Morrison Formation, the only member of the Morrison Formation present at Ghost Ranch, is made of pistachi-green to salmon-pink mudstone with a few interbedded tan and green sandstone beds. The Morrison Formation was deposited by rivers flowing toward northeast across a broad, fairly low-gradient muddy floodplain that dipped toward the north to northeast away from the developing Mogollon highlands in southwestern New Mexico and southeastern Arizona. Dinosaurs roamed these floodplains. A few fragments of dinosaur bone, including one femur, have been found north of Ghost Ranch (Heckert et al., 2005). Radiometric dating of ash beds (40Ar/39 Ar on sanidine; Kowallis et al., 1998) in the Brushy Basin member in Utah and Colorado yields ages of 148 to 150 million years for this unit.
View of the Upper Jurassic and Cretaceous rocks northeast of Ghost Ranch. Jmb is the Jurassic Brushy Basin Member of the Morrison Formation. Kbc is the Cretaceous Burro Canyon Formation, which is unusually thick here. Kde, Kdc, and Kdp are the Encinal Canyon, Cubero,and Paguate sandstone members of the Dakota Sandstone, respectively.
The mesas around Ghost Ranch are capped by Cretaceous coastal plain, shoreline and marine units that were deposited along the western margin of the Western Interior Seaway ~93 to 125 million years ago. Approximately 25 million years of Earth's history is missing across the contact between the Late Jurassic Morrison Formation and the Early Cretaceous Burro Canon Formation.
The Burro Canyon Formation consists of cross-bedded medium to fine-grained sandstone, quartz and chert pebble conglomerate, and pale-green to pale-red mudstones (Ridgley, 1977; Ridgley 1987; Owen et al., 2005). The unit was deposited by braided streams flowing across a coastal plain towards the northeast to north, toward the Western Interior Seaway. This unit is about 100 to 125 million years old (Owen et al., 2005; Varney, 2005).
Burrows in the Paguate Member of the Dakota Sandstone. Brunton compass in the photograph shown for scale .
The Dakota Sandstone is composed of interbedded tan- to yellow brown-weathering sandstone and dark gray carbonaceous shale and siltstone. Ripple marks on tops of sandstone beds are common. The sandstones are locally cross-bedded, but, in general, the sandstones were intensely burrowed by marine organisms living in the shallow water along the shores of the Western Interior Seaway. Burrows are structures in sedimentary rocks formed by organisms digging or moving through sediment when the sand or mud was soft; organisms burrow through sediments seeking shelter, protection, or food. The Dakota Sandstone records the alternating rise (shale) and fall (sandstones) of sea level as the shoreline moved back and forth across the area~ 98 to 100 million years ago. Gradual, long-term rise in sea level deposited rocks of the Graneros Shale of the Mancos Group, a mud deposited on a shallow ocean floor about 98 million years ago.
Burrows in the Paguate Member of the Dakota Sandstone. The area shown in the photograph is about 3 feet across.
The youngest units exposed around Ghost Ranch are Quaternary terrace and pediment gravels along the drainages, and extensive landslide and colluvial deposits along the escarpment. Many of the terrace gravels contain quartzite,granite, and metavolcanic rocks that likely was derived from the Tusas Mountains to the northeast of Ghost Ranch, either directly from the Proterozoic rocks in the Tusas Mountains, or from clasts recycled out of the Tertiary El Rito Formation on the west flank of the mountain range.
Ahmed Benan, C.A. and Kocurek, G., 2000, Catastrophic flooding of an aeolian dune field: Jurassic Entrada and Todilto formations, Ghost Ranch, New Mexico, USA: Sedimentology, v. 47, p. 1069-1080.
Anderson, R.Y., and Kirkland, D.W., Origin, varves, and cycles of Jurassic Todilto Formation, New Mexico: Bulletin of the American Association of Petroleum Geologists, v. 44, p. 37-52.
Blakey, R.C., 1994, Paleogeographic and tectonic controls on some Lower and Middle Jurassic erg deposits, Colorado Plateau. In: Caputo, M.V, Peterson, J.A., Franczyk, K.J. (Eds.), Mesozoic Systems of the Rocky Mountain Region, USA. Rocky Mt. Sect., SEPM (Soc. Sediment. Geol.). Denver, pp. 273-298.
Cather, S.M., 2004, The Laramide orogeny in central and northern New Mexico and southern Colorado, in Mack, G.H., and Giles, K.A., eds., The Geology of New Mexico, A Geologic History: New Mexico Geological Society Special Publication 11, p. 203-248.
Colbert, E.H., 1995, The little dinosaurs of Ghost Ranch: Columbia University Press, New York, 247 pp.
Downs, A., 2005, The Hayden Quarry, a new Upper Triassic fossil locality at Ghost Ranch, New Mexico, New Mexico Geological Society Guidebook 56, p.355-356.
Heckert, A.B., Zeigler, K.E., Lucas, S.G., Rinehart, L.F., and Harris, J.D., 2000, Preliminary description of coelophysoids (Dinosaruia: Theropoda) form the Upper Triassic (Revueltian: early-mid Norian) Snyder quarry, north-central New Mexico: New Mexico Museum of Natural History and Science, Bulletin 17, p. 27-32.
Heckert, A.B., and Zeigler, K.E., 2003, The Late Triassic Snyder quarry: a brief history of discovery and excavation, New Mexico Museum of Natural History and Science, Bulletin 24, p. 5-13.
Heckert, A.B., Lucas, S.G., Downs, A., and Hunt, A.P., 2005, Fossils at Ghost Ranch: The Ruth Hall Museum of Paleontology Collection: New Mexico Geological Society Guidebook 56, p. 40-41.
Hunt, A.P. Lucas, S.G., and Downs, A., 2005, A new fossil fish locality in the Middle Jurassic Todilto Formation at Ghost Ranch, north-central, New Mexico: New Mexico Geological Society Guidebook 56, p. 45.
Kocurek, G. and Dott Jr., R.H., 1983. Jurassic paleogeography and paleoclimate of the central and southern Rocky Mountains region. In: Reynolds, M.W., Dolly, E.D. (Eds.), Mesozoic Paleogeography of the West-Central United States. Rocky Mt. Paleogeogr. Symp., vol. 2. Rocky Mt. Sect. SEPM (Soc. Sediment. Geol.), pp. 101-1 16.
Kowallis, B.J., Christiansen, E.H., Deino, A.L., Peterson, F., Turner, C.E., Kunk, M.J., and Obradovich, J.D., 1998, The age of the Morrison Formation: Modern Geology, v. 22, nos. 1-4, p. 235-260.
Lucas, S.G., Kietzke, K.K., and Hunt, A.P., 1985, The Jurassic System in east-central New Mexico: New Mexico Geological Society Guidebook 36, p. 213-243.
Lucas, S.G., and Anderson, O.J., 1998, Jurassic stratigraphy and correlation in New Mexico: New Mexico Geology, v. 20, p. 97-104.
Lucas, S.G., Hunt, A.P., and Spielmann, J. , 2005, Jurassic stratigraphy in the Chama Basin, northern New Mexico: New Mexico Geological Society Guidebook 56, p 170-181.
Lucas, S.G., Zeigler, K.E., Heckert, A.B., and Hunt, A.P., 2005, Review of Upper Triassic stratigraphy and biostratigraphy in the Chama Basin, northern New Mexico: N ew Mexico Geological Society Guidebook 56, p. 182-192.
Martz , J.W., and Zeigler, K.E., 2005, Taphonomy and sedimentology of the Upper Triassic Canjilon Quarry (Painted Desert Member of Petrified Forest Formation, Chinle Group), Chama Basin, north-central New Mexico, and a comparison with the Snyder Quarry: New Mexico Geological Society Guidebook 56, p. 41-43.
Owen, D.E., Forgas, A.M., Miller, S.A., Stelly, R.J., and, Owen, D.E., Jr., 2005, Surface and subsurface stratigraphy of the Burro Canyon formation, Dakota Sandstone, and intertongued Mancos Shale of the Chama Basin: New Mexico Geological Society Guidebook 56, p. 218-226.
Ridgley, J.L., 1977, Stratigraphy and depositional environments of Jurassic to Cretaceous sedimentary rocks in the southwestern part of the Chama Basin, New Mexico: New Mexico Geological Society Guidebook 28, p. 153-158.
Ridgley, J.L., 1987, Surface to subsurface cross sections showing correlation of the Dakota Sandstone, Burro Canyon (?), Formation, and upper part of the Morrison Formation in the Chama-El Vado area, Chama Basin, Rio Arriba County, New Mexico: U.S. Geological Survey Map MF1496-D, 2 sheets.
Peterson, F., 1994. Sand dunes, sabkhas, streams, and shallow seas: Jurassic paleogeography in the southern part of the western interior basin. In: Caputo, M.V, Peterson. J.A., Franczyk, K.J. (Eds.), Mesozoic Systems of the Rocky Mountain Region, USA. Rocky Mt. Sect., SEPM (Soc. Sediment. Geol.), Denver, pp, 233-271.
Smith, C.T., Budding, A.J., and Pitrat, C.W., 1961, Geology of the southeastern part of the Chama Basin: New Mexico Bureau of Mining and Mineral Resources Bulletin 75, 57 pp.
Sullivan R.M., Lucas, S.G., Heckert, A.B., and Hunt, A.P., 1996, The type locality of Coelophysis, a Late Triassic dinosaur from north-central New Mexico (U.S.A.): Palaontologische Zeitschrift, v. 70, p. 245-255.
Sullivan, R.M., and Lucas, S.G., 1999, Eocoelophysis balwini, a new theropod dinosaur from the Upper Triassic of New Mexico, and the status of the original types of Coelophysis: Journal of Vertebrate Paleontology, v. 19, p. 81-90.
Varney, P., 2005, Dakota outcrop geology and sequence stratigraphy, Chama Basin, New Mexico: New Mexico Geological Society Guidebook 56, p. 193-217.
Zeigler, K.E., 2005, The Snyder Quarry: A fire-related Upper Triassic fossil assemblage in north-central New Mexico: New Mexico Geological Society Guidebook 56, p. 48-50.
Zeigler, K.E., Heckert, A.B., and Lucas, S.G., 2005, Taphonomic analysis of a fire-related Upper Triassic vertebrate fossil assemblage from north-central New Mexico: New Mexico Geological Society Guidebook 56, p.341-354.

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