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Contracts Keyed to Barnett
Texaco v. Pennzoil
Citation:
729 S.W.2d 768 (Tex. App. 1987)
ProfessorMelissa A. Hale
CaseCast™ – "What you need to know"
Facts
Pennzoil announced an unsolicited, public tender offer for 16 million shares of Getty Oil at $100 each. The parties signed a memorandum of agreement for a subsequent partnership of Pennzoil and Getty and the Getty Museum (the latter two who held about 12% ownership in Getty Oil), subject to Getty board approval by the next board meeting.
The Getty board rejected Pennzoil’s offer and began seeking higher bids from competitors. After more negotiation, Pennzoil accepted Getty’s counteroffer for a slightly higher priced bid, and a press release was drafted describing the transaction to be published the following day.
However, Getty’s investment banker continued to contact other companies looking for a higher bid. After talking with Boisi, Texaco hired an investment banker to represent it and authorized an offer for 100% of Getty Oil. The Getty Museum then met with Texaco and agreed to sell its 12% ownership to Texaco. Getty was then advised that the Museum had agreed to go with Texaco, so he agreed as well.
Pennzoil sued Getty to honor its agreement.
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