Contracts Keyed to Murray
Arnold Palmer Golf Co. v. Fuqua Industries, Inc.
Arnold Palmer Golf Co. (Plaintiff) entered into a business relationship with Fuqua Industries, Inc. (Defendant) for the purpose of acquiring third party manufacturing companies. Together, Plaintiff and Defendant acquired Fernquest and Johnson (Fernquest), a manufacturer of golf clubs. After this acquisition, Defendant and Plaintiff signed a Memorandum of Intent detailing a proposed new corporation to be formed by the two companies. The Memorandum of Intent stated that Plaintiff would own seventy-five percent of the new company, and Defendant would own the other twenty-five percent. Additionally, the Memorandum of Intent contained detailed statements about how the new company would be run and funded, as well as a statement that counsels for Plaintiff and Defendant would “proceed as promptly as possible to prepare an agreement acceptable to Palmer and Defendant for the proposed Combination of businesses.” The Memorandum of Intent also stated that the agreement between Palmer and Defendant was conditioned on fulfillment of two conditions: the preparation of a definitive agreement for the proposed combination of the two businesses that was satisfactory to both parties and approval of such agreement by Defendant’s Board of Directors. Before the definitive agreement was prepared, Defendant terminated negotiations with Plaintiff. Plaintiff sued in federal district court against Defendant seeking to enforce the alleged contract. The district court held that since the conditions in the Memorandum of Intent were not fulfilled, the Memorandum of Intent did not represent sufficient intent by Plaintiff and Defendant to be bound by contract. The district court granted Defendant’s motion for summary judgment, and Plaintiff appealed.
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