062789P.pdf   05/02/2007  Katun Corp.  v.  Terence Clarke
   U.S. Court of Appeals Case No:  06-2789
   U.S. District Court for the District of Minnesota - Minneapolis   
   [PUBLISHED] [Murphy, Author, with Wollman and John R. Gibson,
   Circuit Judges]
   Civil case - contracts. It does not clearly offend public policy to permit
   a purchaser to protect itself from the consequences of actions, legal or
   illegal, taken prior to its acquisition of a company; because the
   indemnification provision at issue in this case did not create the kind of
   negative incentives normally associated with attempts to insure against
   penal sanctions and because a contract should not be voided absent an
   unmistakable violation of public policy, the court cannot conclude that
   the plaintiff's claim for indemnification was an illegal demand or patently
   in violation of public policy, and the district court erred in dismissing 
   this action; because the settlement agreement between the parties was not 
   part of an illegal scheme, plaintiff's claim is not barred by the doctrine 
   of in pari delicto.