Budget Marketing, Inc. v. Centronics Corporation case brief
summary
927 F.2d 421 (1991)
CASE FACTS
The parties executed a letter of intent outlining the basic terms of the proposed acquisition, including a disclaimer that the letter was not to be construed as a binding agreement on the part of either party. The parties took steps to meet the conditions of the letter of intent until the buyer abruptly stopped the merger.
DISCUSSION
CONCLUSION
The court affirmed the trial court's order in part and reversed and remanded for further consideration of the sellers' promissory estoppel claim.
Suggested law school study materials




Shop Amazon for the best prices on Law School Course Materials
.
927 F.2d 421 (1991)
CASE SYNOPSIS
Appellants, the sellers of a magazine
marketing company, brought an action against appellee buyer alleging
failure to negotiate in good faith, promissory estoppel, and
negligent misrepresentation. The buyer counterclaimed for negligent
misrepresentation. The United States District Court for the Southern
District of Iowa entered summary judgment against all claims. Sellers
and buyer appealed.CASE FACTS
The parties executed a letter of intent outlining the basic terms of the proposed acquisition, including a disclaimer that the letter was not to be construed as a binding agreement on the part of either party. The parties took steps to meet the conditions of the letter of intent until the buyer abruptly stopped the merger.
DISCUSSION
- On appeal, the court reversed on the sellers' promissory estoppel claim and affirmed the rest of the judgment.
- The court rejected the buyer's argument that the letter of intent foreclosed the promissory estoppel claim and held that the sellers' allegations of the buyer's oral assurances it would close the deal, the sellers' reliance on those assurances, and the buyer's knowledge of the sellers' reliance, created a jury question.
- The court affirmed the judgment on the sellers' theory of an implied duty on the part of the buyer to negotiate in good faith, holding that finding an implied duty would contradict the express terms of the letter of intent.
- The court affirmed the judgment against the negligent misrepresentation claims of both parties because, under Iowa law, that theory was inapplicable to parties negotiating a commercial transaction at arm's length.
CONCLUSION
The court affirmed the trial court's order in part and reversed and remanded for further consideration of the sellers' promissory estoppel claim.
Suggested law school study materials
Shop Amazon for the best prices on Law School Course Materials
No comments:
Post a Comment