Main Street Baseball, LLC. v. Binghamton Mets Baseball Club, Inc.

Facts

In May 2014, plaintiff began discussions with defendant Beacon Sports about purchasing the BMets. In August 2014, plaintiff was introduced to representatives for defendant Binghamton, and by December 2014 the parties reached an agreement regarding the sale. The terms of the agreement were memorialized in a letter of intent (LOI) dated January 5, 2015. The LOI included a sixty-day “no shopping” period during which defendants could not negotiate with other buyers. The LOI also provided for negotiation and execution of an Asset Purchase Agreement (APA). The plaintiff also paid $100,000 into escrow at defendant Binghamton’s request. In February, drafts of the APA were exchanged between the parties. Plaintiff alleges that some of the changes proposed by defendant Binghamton altered the material terms of the LOI, in contravention with the LOI. On March 5, the sixty-day “no shopping” period expired and on March 13, the defendants’ attorney emailed the plaintiff’s attorney advising that defendants were ceasing negotiations with plaintiffs.