1. Whether the Restatement's choice-of-law analysis for contract claims is properly determined by the actions and expectations of the contract parties, not third parties, such that the Depository Trust Company's settlement activities following securities trades do not render those transactions subject to New York law; and

2. Whether a beneficiary's claim for its trustee's failure to file suit on the beneficiary's behalf accrues only after the trustee has either unequivocally repudiated its obligation to do so or allowed the beneficiary's claim to expire.

Whether the Restatement's choice-of-law analysis for contract claims is properly determined by the actions and expectations of the contract parties, not third parties, such that the Depository Trust Company's settlement activities following securities trades do not render those transactions subject to New York law