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Contracts Keyed to Burton
A/S Apothekernes Laboratorium For SpecialPreaeparater v. I.M.C. Chemical Group, Inc.
Facts
Plainitff, A/S Apothekernes Laboratorium For SpecialPreaeparate, began negotiations with, Defendant, I.M.C. Chemical Group, Inc., through Plaintiff’s president and Defendant’s president and CEO to buy a Lab of Biochemical division of IMC. Both parties signed a letter of intent that contained the terms for negotiations in the future. The letter also contained a clause that stated the final agreement of the sale was conditioned on the both, Plaintiff and Defendant’s, Board of Directors approval. While approval was pending, Defendant was not to engage in negotiations with any other party for the sale of its assets. Likewise, the letter stated that the sale must be made within sixty days from December 9, 1977. On February 24, 1978, the parties reached an agreement to the terms of the deal. This date was past the sixty-day deadline. At this time, neither party formed a formal agreement of the sale. Before the parties brought the agreement to the Board of Director’s for approval, Defendant’s president took the agreement to the president of Defendant’s parent company, Lenon. Lenon rejected the sale. Lenon’s decision was binding on Defendant’s Board of Directors, causing Defendant to reject the sale as well. Plaintiff brought suit claiming breach of contract and a violation of good faith. The trial court ruled in favor of Defendant. Plaintiff appealed.
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