sentence-transformers How to use legaltextai/modernbert-embed-base-legaltextai-matryoshka-legaldataset with sentence-transformers:
from sentence_transformers import SentenceTransformer
model = SentenceTransformer("legaltextai/modernbert-embed-base-legaltextai-matryoshka-legaldataset")
sentences = [
"In the case of United States v. Algernon Blair, Inc., what was the primary reason that Coastal Steel Erectors, Inc. justified its termination of performance under the subcontract?",
"Street Name at 10-6 to 10-7.\n\nDTC has been estimated to hold \"about three-quarters of [the] shares in publicly traded companies.\" Garvin, supra, at 315; accord Kahan & Rock, supra, at 1236; Street Name at 10-4 n.2. \"The shares of each company held by DTC are typically represented by only one or more `immobilized' jumbo stock certificates held in DTC's vaults.\" Street Name at 10-7. \"The immobilized jumbo certificates are the direct result of Section 17A(e) of the Exchange Act, in which Congress instructed the SEC to `use its authority . . . to end the physical movement of securities certificates. . . .'\" Id. at 10-7 n.10.\n\nThe depository system is what enables public trading of securities to take place. In 2014, the NYSE reported average daily volume of approximately 1 billion shares and approximately 4 million separate trades. See NYSE Factbook, http://www.nysedata.com/factbook (last visited June 19, 2015). The failure of the certificate-based system to keep up with much lower trading volumes in the 1960s demonstrates that it cannot meet current demand. Prefatory Note at 2. Without immobilization and DTC, \"implementing a system to settle securities within five business days (T+5), much less today's norm of T+3 or the current goals of T+1 or T+0, would simply be impossible.\" Kahan & Rock, supra, at 1238. Trading at current levels is only possible because of share immobilization and DTC. Street Name at 10-7; accord Garvin, supra, at 315-16; Prefatory Note at 2-3.\n\nBecause of the federal policy of share immobilization, it is now Cede—not the ultimate beneficial owner and not the DTC-participant banks and brokers—that appears on the stock ledger of a Delaware corporation. Cede is typically the largest holder on the stock ledger of most publicly traded Delaware corporations. Street Name at 10-6. To preserve the pre-immobilization status quo—at least at the federal level—the SEC provided that for purposes of federal law, the custodial banks and brokers remain the record holders. Depositories are defined as \"clearing agencies.\" 15 U.S.C. § 78c(23)(A). The term \"record holder\" is defined as \"any broker, dealer, voting trustee, bank, association or other entity that exercises fiduciary powers which holds securities of record in nominee name or otherwise or as a participant in a clearing agency registered pursuant to section 17A of the Act.\" 17 C.F.R. § 240.14c-1(i). The term \"entity that exercises fiduciary powers\" is similarly defined as \"any entity that holds securities in nominee name or otherwise on behalf of a beneficial owner but does not include a clearing agency registered pursuant to section 17A of the Act or a broker or a dealer.\" Id. § 240.14c-1(c). Federal law thus looks through DTC when determining a corporation's record holders. For example, when determining whether an issuer has 500 or more record holders of a class of its equity securities such that it must register under 15 U.S.C. § 781(g), DTC does not count as a single holder of record. Each DTC participant member counts as a holder of record. Michael K. Molitor, Will More Sunlight Fade The Pink Sheets?, 39 Ind. L. Rev. 309, 315-16 (2006) (citing SEC interpretive releases).\n\nThe federal regulations also ensure that a corporation can easily find out the identities of the banks and brokers who hold shares through DTC. Federal regulations require that DTC \"furnish a securities position listing promptly to each issuer whose securities are held in the name of the clearing agency or its nominee.\" 17 C.F.R. § 240.17Ad-8(b). The participant listing is known colloquially as the \"Cede breakdown,\" and it identifies for a particular date the custodial banks and brokers that hold shares in fungible bulk as of that date along with the number of shares held. A Delaware corporation can obtain a Cede breakdown with ease. In 1981, this court noted that a Cede breakdown could be obtained in a matter of minutes. Hatleigh Corp.",
"Brophy was not premised on either of those rationales. Rather, Brophy focused on the public policy of preventing unjust enrichment based on the misuse of confidential corporate information.[45] Just as the Brophy court relied on the seminal decision in Guth v. Loft,[46] we also rely on the Guth court's rationale in this case, and refuse to restrict disgorgement in Brophy cases as Pfeiffer suggests.\n\nThe rule, inveterate and uncompromising in its rigidity, does not rest upon the narrow ground of injury or damage to the corporation resulting from a betrayal of confidence, but upon a broader foundation of a wise public policy that, for the purpose of removing all temptation, extinguishes all possibility of profit flowing from a breach of the confidence imposed by the fiduciary relation.[47]\n\nGiven Guth's eloquent articulation of Delaware's public policy and the fact that \"Delaware law dictates that the scope of recovery for a breach of the duty of loyalty is not to be determined narrowly,\"[48] we find no reasonable public policy ground to restrict the scope of disgorgement remedy in Brophy cases—irrespective of arguably parallel remedies grounded in federal securities law[ … ]\n\n.\n\n \n\n \n\n \n\n6.2\n\nFederal-based liability\n\n \n\nIn additional to state-based liability, traders trading on the basis of inside information may also be liable under the federal securities laws. Federal insider trading liability carries with it potentially both civil and criminal liability. Like state-based liability, federal liability for insider trading is derived from the common law. There is no federal statute that explicitly prohibits insider trading. Rather, courts have interpreted Section 10b of the Securities Act of 1934, the Act’s anti-fraud provision, as prohibiting insider trading.\n\n \n\n \n\n \n\n \n\n6.2.1\n\nRule 10b-5\n\n \n\n§ 240.10b-5 Employment of manipulative and deceptive devices.\n\nIt shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,\n\n (a) To employ any device, scheme, or artifice to defraud,\n (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or\n (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,\n\nin connection with the purchase or sale of any security.\n\n \n\n \n\n \n\n6.2.2\n\nSEC v. Texas Gulf Sulphur Co.\n\n \n\nThe following case, Texas Gulf Sulphur is an early federal insider trading case. In TGS, the court starts from the position that insiders, as fiduciaries, have an obligation not to use the corporation’s information for their personal benefit. As fiduciaries, insiders have an obligation to “disclose” the confidential inside information, or “abstain from trading” while in possession of the corporation’s material, confidential inside information. Questions arise as to what information is material and when is information no longer confidential such that an insider may freely trade on it.\n\n \n\nUnited States Court of Appeals for the Second Circuit\n\n401 F.2d 833\n\nNo. 296, Docket 30882\n\n1968-08-13\n\n401 F.2d 833 (1968)\n\nSECURITIES AND EXCHANGE COMMISSION, v. TEXAS GULF SULPHUR CO.[ … ][ … ]\n\no us.\n\nTHE FACTUAL SETTING\n\nThis action derives from the exploratory activities of TGS begun in 1957 on the Canadian Shield in eastern Canada. In March of 1959, aerial geophysical surveys were conducted over more than 15,000 square miles of this area by a group led by defendant Mollison, a mining engineer and a Vice President of TGS. The group included defendant Holyk, TGS's chief geologist, defendant Clayton, an electrical engineer and geophysicist, and defendant Darke, a geologist. These operations resulted in the detection of numerous anomalies, i. e., extraordinary variations in the conductivity of rocks, one of which was on the Kidd 55 segment of land located near Timmins, Ontario.\n\nOn October 29 and 30, 1963, Clayton conducted a ground geophysical survey on the northeast portion of the Kidd 55 segment which confirmed the presence of an anomaly and indicated the necessity of diamond core drilling for further evaluation.",
"6.5.2\n\nCases\n\n \n\n \n\n \n\n \n\n6.5.2.1\n\nUnited States v. Algernon Blair, Inc. (1973)\n\n \n\nUnited States Court of Appeals for the Fourth Circuit\n\n479 F.2d 638\n\nNo. 72-2443\n\n1973-06-14\n\n479 F.2d 638 (1973)\n\nUNITED STATES of America, for the use of Coastal Steel Erectors, Inc., Appellant,\nv.\nALGERNON BLAIR, INCORPORATED, and United States Fidelity and Guaranty Company, Appellees.\n\nNo. 72-2443.\n\nUnited States Court of Appeals, Fourth Circuit.\n\nArgued May 9, 1973.\n\nDecided June 14, 1973.\n\n[ … ]\n\nCRAVEN, Circuit Judge:\n\nMay a subcontractor, who justifiably ceases work under a contract because of the prime contractor's breach, recover in quantum meruit the value of labor and equipment already furnished pursuant to the contract irrespective of whether he would have been entitled to recover in a suit on the contract? We think so, and, for reasons to be stated, the decision of the district court will be reversed.\n\nThe subcontractor, Coastal Steel Erectors, Inc., brought this action under the provisions of the Miller Act, 40 U.S.C.A. § 270a et seq., in the name of the United States against Algernon Blair, Inc., and its surety, United States Fidelity and Guaranty Company. Blair had entered a contract with the United States for the construction of a naval hospital in Charleston County, South Carolina. Blair had then contracted with Coastal to perform certain steel erection and supply certain equipment in conjunction with Blair's contract with the United States. Coastal commenced performance of its obligations, supplying its own cranes for handling and placing steel. Blair refused to pay for crane rental, maintaining that it was not obligated to do so under the subcontract. Because of Blair's failure to make payments for crane rental, and after completion of approximately 28 percent of the subcontract, Coastal terminated its performance. Blair then proceeded to complete the job with a new subcontractor. Coastal brought this action to recover for labor and equipment furnished.\n\nThe district court found that the subcontract required Blair to pay for crane use and that Blair's refusal to do so was such a material breach as to justify Coastal's terminating performance. This finding is not questioned on appeal. The court then found that under the contract the amount due Coastal, less what had already been paid, totaled approximately $37,000. Additionally, the court found Coastal would have lost more than $37,000 if it had completed performance. Holding that any amount due Coastal must be reduced by any loss it would have incurred by complete performance of the contract, the court denied recovery to Coastal. While the district court correctly stated the \"`normal' rule of contract damages,\"[1] we think Coastal is entitled to recover in quantum meruit.[2]\n\n[ … ]\n\nthat the complaint is not clear in regard to the theory of a plaintiff's recovery does not preclude recovery under quantum meruit. [ … ] A plaintiff may join a claim for quantum meruit with a claim for damages from breach of contract.[5]\n\nIn the present case, Coastal has, at its own expense, provided Blair with labor and the use of equipment. Blair, who breached the subcontract, has retained these benefits without having fully paid for them. On these facts, Coastal is entitled to restitution in quantum meruit.\n\n[ … ]\n\nThe impact of quantum meruit is to allow a promisee to recover the value of services he gave to the defendant irrespective of whether he would have lost money on the contract and been unable to recover in a suit on the contract. [ … ] The measure of recovery for quantum meruit is the reasonable value of the performance, Restatement of Contracts § 347 (1932); and recovery is undiminished by any loss which would have been incurred by complete performance. 12 Williston on Contracts § 1485, at 312 (3d ed. 1970). While the contract price may be evidence of reasonable value of the services, it does not measure the value of the performance or limit recovery.[7] Rather, the standard for measuring the reasonable value of the services rendered is the amount for which such services could have been purchased from one in the plaintiff's position at the time and place the services were rendered.[8]\n\nSince the district court has not yet accurately determined the reasonable value of the labor and equipment use furnished by Coastal to Blair, the case must be remanded for those findings."
]
embeddings = model.encode(sentences)
similarities = model.similarity(embeddings, embeddings)
print(similarities.shape)
# [4, 4] 
