Wednesday, December 25, 2013

Budget Marketing, Inc. v. Centronics Corporation case brief

Budget Marketing, Inc. v. Centronics Corporation case brief summary
927 F.2d 421 (1991)

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.

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.


  • 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.

The court affirmed the trial court's order in part and reversed and remanded for further consideration of the sellers' promissory estoppel claim.

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