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Lampf (D) et al. was a law firm that provided legal services to seven Connecticut limited partnerships formed to purchase and lease computers. P provided opinion letters addressing the tax consequences of these partnerships. The partnerships failed in part because of technological obsolescence. The IRS also disallowed any claimed tax benefits. Complaints were filed by partners in Oregon naming D as a defendant under a cause of action for misrepresentation under Section 10(b) of the 1934 Act and Rule 10b-5. A summary judgment was granted to D on the grounds that the complaints were not filed timely according to the state statute of limitations. The District Court applied the state 2-year statute of limitations for fraud. The court determined that P had been put on inquiry notice in 1982. The court also found that D did not conceal the presence of a cause of action thus tolling the statute. The court of appeals reversed and remanded. They held that unresolved factual issues related to the discovery of any fraud would preclude a summary judgment. Certiorari was granted to address the application of the statute of limitations for 10b-5 claims.

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