in the circuit court of jackson county, missouri, at independence

during its negotiation and formation by either the
Defendants or MSCI.
201. The Defendant’s Vice President Brian Kabbes and Samuel
Lipari came into formation of a written contract for escrow
account services when both had agreed upon some or all of
the terms in exchanges of email including: the composition
of the escrow form, the language limiting the liability of
US BANK and the escrow agent, the language designating US
BANK’s compensation for its duties in any legal disputes
arising between the parties, the directions for US BANK’s
investment of long term held funds, the directions for US
BANK’s investment of short term held funds, the selection
of investment vehicles for both funds respectively, the
name and address of BRIAN KABBES as escrow agent on the
escrow form, the name and address of US BANK as escrow
depository on the escrow form, the price term US BANK is
charging for the agreed upon escrow service and the price
term and payment schedule for maintaining the account.
202. The Defendants performed diligence to determine
whether to accept the contract with MSCI to provide MSCI
with corporate trust services, escrow agency and the
service of hosting escrow accounts for MSCI and its
candidates.
203. The Defendants required only one item to be rectified
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