W.R. Grace & Co. v. Taco Tico Acquisition Corp.

Facts

Taco Tico was a fast-food Mexican restaurant that operated primarily in the Midwest and Western United States. Del Taco was a fast-food Mexican restaurant that operated primarily in the Southeastern United States. In 1990, Taco Tico initiated negotiations to acquire Del Taco. In August 1990, the parties executed a non-binding letter of intent setting forth the terms of the acquisition. Pursuant to the terms, Taco Tico would lease Del Taco’s properties for 15 years for $3.5 million annually with an option to purchase. Grace was to acquire all publicly held shares in Del Taco and Taco Tico would pay Grace with a $5.4 million promissory note. Additionally, Grace would receive a security interest in Taco Tico’s properties and ability to purchase a controlling interest in the new company post-acquisition. The letter of intent further provided that neither party was obliged to complete the transaction until execution of a final agreement. The parties also executed a management agreement whereby Taco Tico agreed to manage Del Taco’s operations while the parties attempted to complete the acquisition. As a result of changes in economic conditions, Taco Tico was unable to complete the transaction in accordance with the letter of intent and Del Taco advised Taco Tico the acquisition would not occur and management agreement would be terminated.