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

Facts

President of the Plaintiff began a discussion with with Defendant regarding the purchase product. The president prepared a letter of intent dated December 10, 1976. The letter of intent stated that the Plaintiff proposed to purchase “the entire Alyeska inventory of caterpillar parts.” The purchase price was left blank. The Defendant responded with their own letter of intent on December 11 that contained the language “Please consider this as said letter of intent, subject to the final approval of the owner committee.” The president of the Plaintiff was given an unsigned draft of the December 11th letter. He later met with an employee of the Defendant and agreed on sixty-five percent of Defendant’s purchase price to be the price term to be filled in the blank of the December 11th letter. The president then signed the letter. In March 1977, the owner committee rejected the proposal in the December 11th of the intent. Plaintiff contends that that the parties understood the subject to approval language to mean that the Defendant’s owner committee only reviewing whether the price was fair and reasonable.