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Contracts Keyed to Fuller
Venture Associates Corp. v. Zenith Data Systems Corp.
Citation:
96 F.3d 275 (1996)Facts
In 1990, Zenith Data Systems Corporation (ZDS) decided to sell Heath Company, a manufacturer of electronic kits that was losing money. ZDS hired an investment banker to find a buyer at approximately $11 million, which would result in a $6 million loss for ZDS based on Heath’s book value. On May 31, 1991, Venture Associates sent a letter to ZDS proposing to acquire Heath for $11 million through a combination of cash, a promissory note, and preferred stock. The letter stated it was “merely a letter of intent” but included a paragraph binding the parties to negotiate in good faith. ZDS responded on June 11 stating it was willing to begin negotiations “based in principle” on Venture’s terms. The parties negotiated for six months, but ZDS ultimately broke off negotiations because Venture refused to provide third-party guaranties for its post-closing financial obligations and to agree to price adjustments reflecting increases in Heath’s inventory value and changes in debt estimates.
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