Oral Argument Re-Listen: Keathley v. Buddy Ayers | Nondisclosure Doesn't Lead to Lawsuit Dismissal

Oral Argument Re-Listen: Abouammo v. United States | Trial on Home Turf Not Government's Pick

FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. | Case No. 24-345 | Docket Link: Here [https://www.supremecourt.gov/docket/docketfiles/html/public/24-345.html] | Argued: 12/10/2025 | Decided: 06/11/2026 Overview: The Investment Company Act case addresses whether Section 47(b) grants private parties the right to sue for contract rescission, testing the limits of implied private rights of ac Oral Advocates: * Petitioner (Abouammo): Tobias Loss-Eaton of Sidley Austin * Respondent (United States): Anthony A. Yang, Assistant to the Solicitor General, Department of Justice. Question Presented: Whether Section 47(b) of the Investment Company Act impliedly empowers private parties to sue for contract rescission. Posture: District Court granted Saba summary judgment; Second Circuit summarily affirmed; Supreme Court reversed. Main Arguments: * Petitioner (the Funds): * (1) Section 47(b) directs courts on remedy application, not individuals on rights to sue — it lacks rights-creating language aimed at a particular class under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the precise textual basis TAMA relied on — signals changed meaning and eliminates the implied right. * Respondent (Saba): * (1) Congress inserted "rescission" and "any party" into Section 47(b) in 1980, language presupposing an affirmative private right for both contract parties; * (2) TAMA's unanimous rescission holding survives the 1980 amendments, which refined rather than eliminated the private right; * (3) House and Senate Committee Reports expressly called for courts to imply private rights of action under the amended ICA. Holding: Section 47(b) of the ICA does not impliedly empower private parties to sue for rescission of contracts that allegedly violate the Act. Voting Breakdown: 6-3. Justice Barrett wrote the majority opinion joined by Chief Justice Roberts and Justices Thomas, Alito, Gorsuch, and Kavanaugh. Justice Kagan filed a dissenting opinion. Justice Jackson filed a dissenting opinion joined by Justice Sotomayor, with Justice Kagan joining Parts I and II. Reversed and remanded. Opinion: Here [https://www.supremecourt.gov/opinions/25pdf/25-5146_e29f.pdf] Majority Reasoning: * (1) Section 47(b)'s "a court may not deny rescission" language directs courts on remedy — it lacks rights-creating language aimed at a particular class of persons under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the TAMA linchpin — signals changed meaning and removes the textual foundation for a private right. Separate Opinions: * Justice Kagan (dissenting alone): Agrees with Jackson's text-and-structure analysis that Section 47(b) supports a private right; declines to rely on legislative history, finding the provision not sufficiently ambiguous to require resort to committee reports. * Justice Jackson (dissenting, joined by Justice Sotomayor; Justice Kagan joins Parts I and II): Congress inserted "rescission" and "any party" into the 1980 amendments to preserve TAMA's rescission right; post-performance context makes affirmative suit the only practical remedy; Committee Reports expressly called for continued implied rights under the amended ICA. Implications: * (1) Activist investors lose the federal right to challenge closed-end fund governance under Section 47(b); the SEC remains the exclusive enforcer; * (2) Closed-end funds gain protection from private ICA rescission suits; state control-share adoption receives implicit judicial validation; * (3) The Court extends textualist limits on implied private rights of action, tightening Sandoval's framework further into securities law. The Fine Print: * Section 47(b)(2), 15 U.S.C. §80a-46(b)(2): "a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter." * Section 18(i), 15 U.S.C. §80a-18(i): "every share of stock hereafter issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other outstanding voting stock." Primary Cases: * Alexander v. Sandoval (2001): Courts infer implied private rights of action only where a statute uses rights-creating language aimed at a particular class of persons; language directing courts or agencies falls short. * Transamerica Mortgage Advisors, Inc. v. Lewis (1979): The Investment Advisers Act's "shall be void" language created an implied private right of action for rescission; all nine justices agreed on that point. Timestamps: [00:00:00] Argument Preview [00:01:12] Argument Begins [00:01:21] Abouammo Opening Statement [00:03:30] Abouammo Free for All Questions [00:26:27] Abouammo Round Robin Questions [00:33:40] United States Opening Statement [00:35:54] United States Free for All Questions [01:04:34] United States Round Robin Questions [01:13:58] Abouammo Rebuttal

Oral Argument Re-Listen: FS Credit v. Saba | Fund Wins Fiduciary Fairness Fight

FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. | Case No. 24-345 | Docket: Here [https://www.supremecourt.gov/docket/docketfiles/html/public/24-345.html ] | Argued: 12/10/2025 | Decided: 06/11/2026 Overview: The Investment Company Act case addresses whether Section 47(b) grants private parties the right to sue for contract rescission, testing the limits of implied private rights of action against a comprehensive SEC enforcement scheme. Oral Advocates: * For Petitioner (FS Credit) and Respondents (BlackRock): Shay Dvoretzky, Washington, D.C. * For United States as Amicus Curiae in Support of FS Credit and BlackRock: Max E. Schulman, Assistant to the Solicitor General, Department of Justice * For Respondent (Saba): Paul D. Clement, Alexandria, VA Question Presented: Whether Section 47(b) of the Investment Company Act impliedly empowers private parties to sue for contract rescission. Posture: District Court granted Saba summary judgment; Second Circuit summarily affirmed; Supreme Court reversed. Main Arguments: * Petitioner (the Funds): * (1) Section 47(b) directs courts on remedy application, not individuals on rights to sue — it lacks rights-creating language aimed at a particular class under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the precise textual basis TAMA relied on — signals changed meaning and eliminates the implied right. * Respondent (Saba): * (1) Congress inserted "rescission" and "any party" into Section 47(b) in 1980, language presupposing an affirmative private right for both contract parties; * (2) TAMA's unanimous rescission holding survives the 1980 amendments, which refined rather than eliminated the private right; * (3) House and Senate Committee Reports expressly called for courts to imply private rights of action under the amended ICA. Holding: Section 47(b) of the ICA does not impliedly empower private parties to sue for rescission of contracts that allegedly violate the Act. Voting Breakdown: 6-3. Justice Barrett wrote the majority opinion joined by Chief Justice Roberts and Justices Thomas, Alito, Gorsuch, and Kavanaugh. Justice Kagan filed a dissenting opinion. Justice Jackson filed a dissenting opinion joined by Justice Sotomayor, with Justice Kagan joining Parts I and II. Reversed and remanded. Opinion: Here [https://www.supremecourt.gov/opinions/25pdf/24-345_i42k.pdf] Majority Reasoning: * (1) Section 47(b)'s "a court may not deny rescission" language directs courts on remedy — it lacks rights-creating language aimed at a particular class of persons under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the TAMA linchpin — signals changed meaning and removes the textual foundation for a private right. Separate Opinions: * Justice Kagan (dissenting alone): Agrees with Jackson's text-and-structure analysis that Section 47(b) supports a private right; declines to rely on legislative history, finding the provision not sufficiently ambiguous to require resort to committee reports. * Justice Jackson (dissenting, joined by Justice Sotomayor; Justice Kagan joins Parts I and II): Congress inserted "rescission" and "any party" into the 1980 amendments to preserve TAMA's rescission right; post-performance context makes affirmative suit the only practical remedy; Committee Reports expressly called for continued implied rights under the amended ICA. Implications: * (1) Activist investors lose the federal right to challenge closed-end fund governance under Section 47(b); the SEC remains the exclusive enforcer; * (2) Closed-end funds gain protection from private ICA rescission suits; state control-share adoption receives implicit judicial validation; * (3) The Court extends textualist limits on implied private rights of action, tightening Sandoval's framework further into securities law. The Fine Print: * Section 47(b)(2), 15 U.S.C. §80a-46(b)(2): "a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter." * Section 18(i), 15 U.S.C. §80a-18(i): "every share of stock hereafter issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other outstanding voting stock." Primary Cases: * Alexander v. Sandoval (2001): Courts infer implied private rights of action only where a statute uses rights-creating language aimed at a particular class of persons; language directing courts or agencies falls short. * Transamerica Mortgage Advisors, Inc. v. Lewis (1979): The Investment Advisers Act's "shall be void" language created an implied private right of action for rescission; all nine justices agreed on that point. Timestamps: [00:00:00] Oral Argument Preview [00:01:23] Oral Argument Begins [00:01:36] Petitioner Opening Statement [00:03:40] Petitioner Free for All Questions [00:19:29] Petitioner Round Robin Questions [00:30:53] United States as Amicus Curiae Opening Statement [00:32:17] United States Free for All Questions [00:42:11] United States Round Robin Questions [00:46:27] Respondent Opening Statement [00:48:55] Respondent Free for All Questions [01:16:48] Respondent Round Robin Questions [01:16:58] Petitioner Rebuttal

Opinion Summary: Abouammo v. United States | Trial on Home Turf Not Government's Pick

FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. | Case No. 24-345 | Docket Link: Here [https://www.supremecourt.gov/docket/docketfiles/html/public/24-345.html] | Argued: 12/10/2025 | Decided: 06/11/2026 Overview: The Investment Company Act case addresses whether Section 47(b) grants private parties the right to sue for contract rescission, testing the limits of implied private rights of action against a comprehensive SEC enforcement scheme. Question Presented: Whether Section 47(b) of the Investment Company Act impliedly empowers private parties to sue for contract rescission. Posture: District Court granted Saba summary judgment; Second Circuit summarily affirmed; Supreme Court reversed. Main Arguments: * Petitioner (the Funds): * (1) Section 47(b) directs courts on remedy application, not individuals on rights to sue — it lacks rights-creating language aimed at a particular class under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the precise textual basis TAMA relied on — signals changed meaning and eliminates the implied right. * Respondent (Saba): * (1) Congress inserted "rescission" and "any party" into Section 47(b) in 1980, language presupposing an affirmative private right for both contract parties; * (2) TAMA's unanimous rescission holding survives the 1980 amendments, which refined rather than eliminated the private right; * (3) House and Senate Committee Reports expressly called for courts to imply private rights of action under the amended ICA. Holding: Section 47(b) of the ICA does not impliedly empower private parties to sue for rescission of contracts that allegedly violate the Act. Voting Breakdown: 6-3. Justice Barrett wrote the majority opinion joined by Chief Justice Roberts and Justices Thomas, Alito, Gorsuch, and Kavanaugh. Justice Kagan filed a dissenting opinion. Justice Jackson filed a dissenting opinion joined by Justice Sotomayor, with Justice Kagan joining Parts I and II. Reversed and remanded. Opinion: Here [https://www.supremecourt.gov/opinions/25pdf/25-5146_e29f.pdf] Majority Reasoning: * (1) Section 47(b)'s "a court may not deny rescission" language directs courts on remedy — it lacks rights-creating language aimed at a particular class of persons under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the TAMA linchpin — signals changed meaning and removes the textual foundation for a private right. Separate Opinions: * Justice Kagan (dissenting alone): Agrees with Jackson's text-and-structure analysis that Section 47(b) supports a private right; declines to rely on legislative history, finding the provision not sufficiently ambiguous to require resort to committee reports. * Justice Jackson (dissenting, joined by Justice Sotomayor; Justice Kagan joins Parts I and II): Congress inserted "rescission" and "any party" into the 1980 amendments to preserve TAMA's rescission right; post-performance context makes affirmative suit the only practical remedy; Committee Reports expressly called for continued implied rights under the amended ICA. Implications: * (1) Activist investors lose the federal right to challenge closed-end fund governance under Section 47(b); the SEC remains the exclusive enforcer; * (2) Closed-end funds gain protection from private ICA rescission suits; state control-share adoption receives implicit judicial validation; * (3) The Court extends textualist limits on implied private rights of action, tightening Sandoval's framework further into securities law. The Fine Print: * Section 47(b)(2), 15 U.S.C. §80a-46(b)(2): "a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter." * Section 18(i), 15 U.S.C. §80a-18(i): "every share of stock hereafter issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other outstanding voting stock." Primary Cases: * Alexander v. Sandoval (2001): Courts infer implied private rights of action only where a statute uses rights-creating language aimed at a particular class of persons; language directing courts or agencies falls short. * Transamerica Mortgage Advisors, Inc. v. Lewis (1979): The Investment Advisers Act's "shall be void" language created an implied private right of action for rescission; all nine justices agreed on that point. Oral Advocates: * Petitioner (Abouammo): Tobias Loss-Eaton of Sidley Austin * Respondent (United States): Anthony A. Yang, Assistant to the Solicitor General, Department of Justice.

Opinion Summary: FS Credit v. Saba | Fund Wins Fiduciary Fairness Fight

FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. | Case No. 24-345 | Docket: Here [https://www.supremecourt.gov/docket/docketfiles/html/public/24-345.html ] | Argued: 12/10/2025 | Decided: 06/11/2026 Overview: The Investment Company Act case addresses whether Section 47(b) grants private parties the right to sue for contract rescission, testing the limits of implied private rights of action against a comprehensive SEC enforcement scheme. Question Presented: Whether Section 47(b) of the Investment Company Act impliedly empowers private parties to sue for contract rescission. Posture: District Court granted Saba summary judgment; Second Circuit summarily affirmed; Supreme Court reversed. Main Arguments: * Petitioner (the Funds): * (1) Section 47(b) directs courts on remedy application, not individuals on rights to sue — it lacks rights-creating language aimed at a particular class under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the precise textual basis TAMA relied on — signals changed meaning and eliminates the implied right. * Respondent (Saba): * (1) Congress inserted "rescission" and "any party" into Section 47(b) in 1980, language presupposing an affirmative private right for both contract parties; * (2) TAMA's unanimous rescission holding survives the 1980 amendments, which refined rather than eliminated the private right; * (3) House and Senate Committee Reports expressly called for courts to imply private rights of action under the amended ICA. Holding: Section 47(b) of the ICA does not impliedly empower private parties to sue for rescission of contracts that allegedly violate the Act. Voting Breakdown: 6-3. Justice Barrett wrote the majority opinion joined by Chief Justice Roberts and Justices Thomas, Alito, Gorsuch, and Kavanaugh. Justice Kagan filed a dissenting opinion. Justice Jackson filed a dissenting opinion joined by Justice Sotomayor, with Justice Kagan joining Parts I and II. Reversed and remanded. Opinion: Here [https://www.supremecourt.gov/opinions/25pdf/24-345_i42k.pdf] Majority Reasoning: * (1) Section 47(b)'s "a court may not deny rescission" language directs courts on remedy — it lacks rights-creating language aimed at a particular class of persons under Sandoval; * (2) The ICA's comprehensive SEC enforcement scheme and two express private rights of action elsewhere in the statute foreclose implied private enforcement; * (3) Congress's 1980 deletion of "shall be void" — the TAMA linchpin — signals changed meaning and removes the textual foundation for a private right. Separate Opinions: * Justice Kagan (dissenting alone): Agrees with Jackson's text-and-structure analysis that Section 47(b) supports a private right; declines to rely on legislative history, finding the provision not sufficiently ambiguous to require resort to committee reports. * Justice Jackson (dissenting, joined by Justice Sotomayor; Justice Kagan joins Parts I and II): Congress inserted "rescission" and "any party" into the 1980 amendments to preserve TAMA's rescission right; post-performance context makes affirmative suit the only practical remedy; Committee Reports expressly called for continued implied rights under the amended ICA. Implications: * (1) Activist investors lose the federal right to challenge closed-end fund governance under Section 47(b); the SEC remains the exclusive enforcer; * (2) Closed-end funds gain protection from private ICA rescission suits; state control-share adoption receives implicit judicial validation; * (3) The Court extends textualist limits on implied private rights of action, tightening Sandoval's framework further into securities law. The Fine Print: * Section 47(b)(2), 15 U.S.C. §80a-46(b)(2): "a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter." * Section 18(i), 15 U.S.C. §80a-18(i): "every share of stock hereafter issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other outstanding voting stock." Primary Cases: * Alexander v. Sandoval (2001): Courts infer implied private rights of action only where a statute uses rights-creating language aimed at a particular class of persons; language directing courts or agencies falls short. * Transamerica Mortgage Advisors, Inc. v. Lewis (1979): The Investment Advisers Act's "shall be void" language created an implied private right of action for rescission; all nine justices agreed on that point. Oral Advocates: * For Petitioner (FS Credit) and Respondents (BlackRock): Shay Dvoretzky, Washington, D.C. * For United States as Amicus Curiae in Support of FS Credit and BlackRock: Max E. Schulman, Assistant to the Solicitor General, Department of Justice * For Respondent (Saba): Paul D. Clement, Alexandria, VA

Oral Argument Re-Listen: Keathley v. Buddy Ayers | Nondisclosure Doesn't Lead to Lawsuit Dismissal

Keathley v. Buddy Ayers Construction, Inc. | Case No. 25-6 | Docket Link: Here [https://www.supremecourt.gov/search.aspx?filename=/docket/docketfiles/html/public/25-6.html] | Argued: 3/24/2026 | Decided: 6/11/2026 Oral Advocates: 1. Petitioner (Keathley): Gregory G. Garre of Latham and Watkins 2. United States (as Amicus Curiae Supporting Vacatur): Frederick Liu, Assistant to the Solicitor General, Department of Justice 3. Respondent (Buddy Ayers Construction): William M. Jay of Goodwin Proctor Overview: A bankruptcy debtor's failure to disclose a personal-injury lawsuit triggered the Fifth Circuit's rigid two-factor estoppel test, splitting federal circuits over whether courts must examine all circumstances or presume bad faith from knowledge and motive alone. Question Presented: Whether courts must examine the totality of circumstances — not just two factors — to determine if a bankruptcy debtor's omission of a lawsuit qualifies as inadvertent. Posture: District court and Fifth Circuit dismissed Keathley's personal-injury lawsuit under rigid two-factor judicial estoppel rule. Main Arguments: * Petitioner Keathley: (1) Courts must examine all circumstances before concluding a bankruptcy omission reflects intentional concealment; (2) The Fifth Circuit's test conflates theoretical motive with actual bad faith, eliminating any real inadvertence exception; (3) Blocking honest debtors' lawsuits rewards tortfeasors and destroys assets creditors could recover. * Respondent Buddy Ayers Construction: (1) Objective inconsistency — not subjective bad intent — supplies the basis for judicial estoppel; (2) The inadvertence exception covers only objectively verifiable errors, not every non-malicious explanation a debtor offers; (3) A multi-factor holistic test eliminates deterrence, invites abuse, and guts the bankruptcy disclosure system. Holding: Courts must examine the totality of circumstances surrounding a debtor's bankruptcy omission to determine whether that omission qualifies as inadvertent or mistaken for purposes of judicial estoppel; the Fifth Circuit erred by artificially restricting its inquiry to only two factors. Voting Breakdown: 9-0. Justice Jackson delivered the opinion for a unanimous Court. Justice Thomas filed a concurring opinion, in which Justice Gorsuch joined. Justice Sotomayor filed a concurring opinion. Vacated and remanded. Opinion: Here [https://www.supremecourt.gov/opinions/25pdf/25-6_d1o2.pdf] Majority Reasoning: * (1) Judicial estoppel functions as an equitable doctrine, and equity demands case-by-case flexibility — not a mechanical two-factor checklist that blocks courts from considering all available evidence; * (2) The Fifth Circuit's test fails both as too rigid — barring courts from looking beyond two factors — and too broad — those two factors apply to virtually every bankruptcy omission, making the exception meaningless; * (3) Courts must weigh all circumstances — including prompt correction, absence of actual benefit, counsel's knowledge, and local bankruptcy practice — to determine whether an omission truly resulted from inadvertence. Separate Opinions: * Justice Thomas (concurring, joined by Gorsuch): Joins majority in full but questions whether federal courts hold any authority to apply judicial estoppel at all; the doctrine lacks statutory, procedural, or founding-era support and merits reexamination in a future case. * Justice Sotomayor (concurring): Agrees with majority but argues judicial estoppel may never appropriately apply during open bankruptcy proceedings — bankruptcy courts already hold targeted remedies that serve the doctrine's goals without destroying debtors' claims. Implications: * (1) Debtors who forget to disclose post-petition claims now receive a full-facts review before courts bar their lawsuits; * (2) Personal-injury defendants lose the automatic kill switch that a bankruptcy filing once supplied in Fifth and Tenth Circuit courts; * (3) Thomas and Gorsuch's concurrence opens the door to a future challenge to judicial estoppel's existence in federal courts entirely. The Fine Print: * 11 U.S.C. § 541(a)(1): "all legal or equitable interests of the debtor in property as of the commencement" of the bankruptcy case, including pending and unliquidated claims against third parties. * Official Form 106A/B, Schedule A/B: Property, Pt. 4, Question 33: Debtors must disclose "[c]laims against third parties, whether or not [the debtor] ha[s] filed a lawsuit or made a demand for payment." Primary Cases: * New Hampshire v. Maine (2001): Established the modern federal framework for judicial estoppel and left open whether inadvertence or mistake may block the doctrine's application. * Holmberg v. Armbrecht (1946): Confirmed that equitable doctrines "eschew mechanical rules" and depend on flexibility, requiring case-by-case analysis rather than rigid checklists. Timestamps: [00:00:00] Argument Preview [00:01:18] Argument Begins [00:01:26] Keathley Opening Statement [00:03:33] Keathley Free for All Questions [00:18:46] Keathley Round Robin Questions [00:33:09] United States Opening Statement [00:34:28] United States Free for All Questions [00:42:11] United States Round Robin Questions [00:47:24] Buddy Ayers Opening Statement [00:49:27] Buddy Ayers Free for All Questions [01:09:04] Buddy Ayers Round Robin Questions [01:09:13] Keathley Rebuttal