OPINION ON REARGUMENT
Plaintiff Copeland has moved for reargument on the question of whether Claims 2 and 3 of defendants’ New York securities fraud action are provable in bankruptcy. Copeland does not challenge on reargument the analytic approach employed by the Court in its earlier opinion or the Court’s determination that Claim 2 and the corollary portion of Claim 3 are not founded upon the Copeland guarantee. Rather, Copeland contends that these two claims are provable because founded upon other express contracts or contracts implied in fact entered into by the parties. Specifically, Copeland argues that the remaining securities fraud claims, to the extent that the allegations contained therein are deemed to be true,1 are founded upon an oral contract which is evidenced by various writings contained in the record.
The first writing cited by Copeland, and the one on which he places the strongest reliance, is the Second Amended Complaint filed by the defendants in the New York action, which was not considered by the Court in its prior opinion.2 Copeland places particular emphasis on paragraphs 18-20 of that complaint, set forth under the heading of Claim 2:
“18. The aforesaid sale by Emroy and the Estate of their shares of Transogram to defendant was part of a complex plan for the reorganization of Transogram conceived and engineered by defendant in which, inter alia : control of Transogram was sold by Emroy and the Estate to defendant; defendant was to refinance Transogram’s then outstanding debt of $5.4 million; and defendant was to merge into Transogram a collection of business properties (which were falsely represented by defendant as being income-producing) and other assets.
“19. As a result of the aforestated material misrepresentations and omissions and other material misrepresentations and omissions made prior to and in connection with the said sale of Transogram shares and the said plan for reorganization, defendant fraudulently induced *522plaintiffs, Edna Mae R. Fadem and Roy R. Raizen, to agree on behalf of the Estate and Emroy to the transfer of control of Transogram to Shaheen, Winthrop Lawrence and defendant and to vote all of the shares of the Estate and Emroy and all of their shares, including 152,900 shares held individually by plaintiffs Edna Mae R. Fadem, Patricia T. Raizen and Roy R. Raizen, and 60,800 shares retained by Emroy, in approval of the said plan of reorganization. Without the said shareholder approval the said plan of reorganization could never have been consummated.
“20. As a direct and necessary result of the aforestated material misrepresentations and omissions, the merger by defendant into Transogram of worthless assets, and the deliberate failure of defendant to cause to be merged into Transogram income-producing and liquid assets as contemplated by the said plan of reorganization, Transogram became insolvent, rendering the 213,700 shares of Transogram retained by plaintiffs Edna Mae R. Fadem, Patricia T. Raizen, Roy R. Raizen and Emroy worthless.”
The second writing cited by Copeland is the following excerpt from the Transogram Proxy Statement dated September 28,1969:
“It should be noted that the Raizen family presently owns approximately 75% of the total issued and outstanding shares of the common stock which will be entitled to vote at the meeting, that since consummation of the transaction herein contemplated was a condition to the sale of the common stock to Mr. Copeland herein noted, they will vote their shares in favor of the transactions contemplated hereby.”
Finally, Copeland cites two passages from an affidavit (Doc.No. 1466) filed previously in this matter by one of the defendants, Roy R. Raizen:3
“The arrangement [the refinancing of Transogram] ultimately concluded contemplated (a) the transfer of control of Transogram to Copeland; (b) the cancellation or refinancing of Transogram’s outstanding debts; and (c) the merger into Transogram of a group of businesses, properties, and other assets which were represented to be healthy and mutually beneficial to each other and Transogram.” (P. 12)
“While the agreement in principle for the sale of the control of Transogram to Winthrop Lawrence was signed on February 4, 1969, the closing of said transaction and the actual transfer of control to Winthrop Lawrence was conditioned upon and delayed pending the conclusion of the complex reorganization plan required by Copeland.” (P. 15)
Based on these writings, Copeland advances a two-pronged formulation explaining how the two remaining claims are based on an express contract or contract implied in fact.4 Copeland’s initial formulation, which is broad in scope, suggests that individual defendants and Emroy,5 by agreeing to vote their personally held (or in the case of Emroy, retained) shares of Transogram in favor of the complex plan of reorganization for Transogram proposed by Copeland (and noting that there was no way that the reorganization plan could have been implemented without said votes), in effect have become “contracting parties” to the entire complex series of agreements comprising the Transogram reorganization plan. Cope*523land’s second formulation, which is more narrow in scope, is that at a minimum, the remaining securities fraud claims advanced by individual defendants and Emroy are founded upon a breach of an alleged agreement consisting of a promise by Copeland to merge “valuable properties” into Transogram in exchange for individual defendants’ and Emroy’s promise to vote their shares in favor of the reorganization plan. The Court is not persuaded by either formulation.
Copeland’s suggestion that somehow individual defendants and Emroy can be grafted onto this complex plan of reorganization, which includes numerous agreements with third parties to which they are not signatories, by voting their Transogram shares in favor of the reorganization plan, is difficult for the Court to accept. Moreover, it is equally difficult to understand how this formulation, even if correct, inures to Copeland’s benefit. It is not enough for Copeland to show that individual defendants and Emroy were “contracting parties” to the entire plan of reorganization. Rather, what Copeland must show is that their remaining securities fraud claims are founded upon a breach of some contractual duty owed them by Copeland.
Copeland’s more narrow formulation attempts to address this specific requirement and cannot be dismissed as easily. What is particularly troubling is that paragraphs 18-20 of the Second Amended Complaint are suggestive of some sort of “mutual promise” between Copeland and individual defendants and Emroy. A number of obstacles preclude characterizing this “mutual promise” as a contractual relationship.6 The first concerns the terms of this mutual promise. A promise to merge “valuable properties” is simply too vague and indefinite to create a binding and enforceable contractual obligation on the part of Copeland. A second problem concerns whether the parties intended these mutual promises to be binding or whether they represented no more than gratuitous promises. For example, if individual defendants and Emroy did not vote in favor of a certain aspect of the reorganization plan, could Copeland have sued them for breach of contract? Probably not. The final problem is that individual defendants’ and Emroy’s allegations of fraudulent acts include more than Copeland’s failure to merge valuable properties into Transogram. Other alleged fraudulent acts include concealment of Shaheen’s legal difficulties by Copeland and alleged misrepresentations concerning Copeland’s financial status. Even if the Court were inclined to overlook the earlier obstacles, it is impossible to tie these other allegations of fraudulent acts to any conceivable contract between Copeland and individual defendants and Emroy. Thus, accepting Copeland’s second formulation in full would not entitle him to summary judgment that Claims 2 and 3 are provable in bankruptcy.
Finally, Copeland argues that if his contract in law (quasi-contract) argument must be reached, and if his contention that he is entitled to summary judgment on the present record is rejected, the Court should not grant a stay, but should entertain whatever additional proceedings are necessary to decide the issue prior to reactivation of the New York action.
It is initially noted that individual defendants and Emroy must walk a very fine line if and when this matter goes to trial in New York, introducing sufficient evidence to make out a prima facie case of securities fraud without laying a foundation for the argument that Copeland was unjustly enriched as a result of these fraudulent acts. Indeed, the Court strongly suspects if the individual defendants and Emroy prevail in the New York action, it likely will be at the expense of also showing that Copeland was unjustly enriched, thereby ultimately resulting in a judgment for Copeland in this proceeding. However, the Court’s suspicion of what may happen in the future does not *524provide an adequate basis for entry of summary judgment at the present time. Moreover, on the present record, the Court reaffirms its prior judgment that summary judgment may not be granted on the contract implied in law issue.
This directly raises the propriety of a stay. This Court may have been over-generous in using the phrase “mini-trial” to describe the proceeding that would ensue if this Court were to decide the contract implied in law issue at this time. Unfortunately the question is not one that easily can be severed or decided in a vacuum. To intelligibly rule on this issue, it will be necessary to know, inter alia, the specifics of the transactions entered into after Winthrop Lawrence took control of Transogram, Copeland’s involvement in these transactions, the direct or indirect benefit therefrom, as well as Copeland’s general involvement in the operation of Winthrop Lawrence. I remain firmly convinced that the most efficient way to elicit this information is by way of a full trial on the merits of defendants’ and Emroy’s claims. Moreover, to require this Court to conduct such a trial for purposes of deciding the contract implied in law issue, and then possibly repeat that trial in its entirety in New York for a ruling on the merits is a completely wasteful and inefficient process.
Accordingly, Copeland’s argument that Claims 2 and 3 are founded upon an express contract or a contract implied in fact is rejected. Whether they are founded upon a contract implied in law cannot be determined on the present record, and can best be decided following a trial on the merits of the two claims. A stay of this proceeding will be entered in accordance with this Court’s prior opinion, pending disposition of the remaining damages claims in the action filed in the Southern District of New York.7
Submit order on notice within 10 days on Opinion dated April 14, 1977 and on this Opinion on Motion for Reargument.
. Copeland in fact sharply contests the accuracy of these allegations.
. It is noted that this newer complaint in no way affects the Court’s holding in its prior opinion that Claim 1 (and the corollary portion of Claim 3) is provable in bankruptcy because founded upon an express contract, the Copeland guarantee; and that Claim 2 (and the corollary portion of Claim 3) is not founded upon the Copeland guarantee.
. Copeland previously had moved to strike this affidavit on grounds that it was self-executing in nature. Although no ruling was ever made on this motion, the Court scrupulously avoided reliance on this affidavit in its first opinion. It is assumed Copeland by relying upon the Raizen affidavit has abandoned his motion to strike.
. Since Copeland’s position is not that he actually sat down with individual defendants and Emroy and entered into an express oral contract with them, but rather that these writings all evidence that the remaining fraud claims are predicated on some sort of a “meeting of minds,” it is probably more accurate to characterize this purported agreement as a contract implied in fact rather than an express contract.
. It is recalled that Emroy was a party to Claim 2 and the corollary portion of Claim 3 for stock which was retained by it and not sold to Transogram.
. Further complicating this situation is that Copeland in fact denies that any mutual promise was struck, but rather is trying through an estoppel argument to turn individual defendants’ and Emroy’s allegations against them.
. The Court is not unmindful of the statistics supplied by Copeland concerning docket congestion in the Southern District of New York. However, as indicated in its prior opinion, the Court has severe reservations whether the remaining claims state a cause of action under Rule 1 Ob-5, in view of the Supreme Court’s ruling in Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723, 95 S.Ct. 1917, 44 L.Ed.2d 539 (1975), an issue this Court is without jurisdiction to decide. Since the entire matter may be resolved on a motion to dismiss, any delay awaiting trial is speculative.