Alaska Northern Development, Inc. v. Alyeska Pipeline Service Co

Facts

David Reed (Reed), a shareholder of Plaintiff, initiated discussions with Defendant regarding the purchase of surplus parts. A letter of intent was prepared by Reed, in which Plaintiff proposed to purchase Defendant’s entire inventory of Caterpillar parts. The place for purchase price was left blank. Defendant responded with its own letter, also leaving the purchase price blank, but added that the sale was subject to the final approval of the owner committee. The price was subsequently decided upon. The owner’s committee rejected the agreement. Plaintiff contends that it was said that the owner’s committee’s approval was necessary for the price term only, and not the entire contract. Plaintiff filed a complaint alleging that there was a contract between Plaintiff and Defendant, which Defendant breached. Defendant moved for summary judgment and the superior court granted summary judgment in favor of Defendant on the punitive damages count. The court initially denied Defendant’s Motion for Summary Judgment, however, the court reviewed the case and announced that it would reverse its earlier holding and grant Defendant’s motion. The court applied the parol evidence rule to the letter and therefore no extrinsic evidence could be presented to the jury.