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Publication Date

7-1993

Document Type

Casenote

Abstract

In Anderson Chemical v. Portals Water Treatment, the United States District Court for the Middle District of Georgia addressed 'the issue of whether a document executed between two corporations regarding a proposed stock purchase merger and acquisition agreement constituted a binding contract for the sale of securities or a non-binding letter of intent. Specifically, the court addressed a scenario in which a proposed purchaser of securities in an alleged stock purchase agreement made certain oral representations that directly contradicted limiting language in a document executed between the proposed seller and purchaser. The seller then acted in reliance upon the purchaser's representations in preparation for execution of the alleged agreement. When the purchaser ultimately decided not to consummate the alleged agreement, the seller brought suit claiming that there was an enforceable contract for the sale of securities between the parties, that the purchaser had breached that contract, and that the purchaser was liable for the seller's expenses of the issue of whether the document executed between the two parties constituted an enforceable contract for the sale of securities or a non-binding letter of intent, the district court held that the document in question only constituted a non-binding letter of intent. In its ruling, the district court also considered whether the seller's alleged part performance relieved it from the requirements of the Statute of Frauds, whether promissory estoppel was available to the seller in its request for relief from the burden of proving a valid contract, and whether there was fraudulent inducement in the initial negotiations by the buyer such that summary judgment would be appropriate as a matter of law. The court ruled in defendant purchaser's favor on these issues.

On July 31, 1992, the Court of Appeals for the Eleventh Circuit affirmed on all but one of the thirteen counts. The court remanded for further hearing on the plaintiff seller's claim of fraudulent inducement.

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