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Buyer Signed Letter of Intent but Had No Duty in Texas to Negotiate in Good Faith

Buyer signs a nonbinding letter of intent to acquire a business. Deal never closes. A Texas intermediate appellate court finds that a prospective buyer owed the seller no duty of good faith and fair dealing. M&A Stories October 11, 2021

Posted in implied duty of good faith and fair dealing, letter of intent, nonbinding Tagged with: ,

Court Says Buyer Prepared LOI That Seller Signed Is Probably Unenforceable

Although the seller signed the buyer prepared LOI, it included additional terms which were never agreed to by the buyer. M&A Stories April 30, 2021 Introduction A letter of intent (or LOI) is often used in a private deal to

Posted in letter of intent, signing LOI with revisions by signer Tagged with: ,

Seller Can’t Use LOI to Stop Buyer from Soliciting its Employees

March 12, 2020 Introduction Buyers and privately held sellers generally use letters of intent in business acquisitions. They primarily serve as a statement of the key business terms of the deal and are nonbinding. They also usually contain binding terms

Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: ,

Strategic Buyer’s Refusal to Sign APA Authorized by LOI

Introduction The Mississippi high court held that an LOI gave a strategic buyer the right to not sign an APA. The deal The seller started operations as a Mississippi hospice in June of 2007. The founder and owner ran it

Posted in implied covenant of good faith and fair dealing, letter of intent, nonbinding Tagged with:

Seller loses $12.7 million jury verdict on appeal for damages for potential buyer’s claimed breach of confidentiality provision in letter of intent

In 2010, Seller was an integrated design and manufacturing company specializing in the development, production, installation, repair, and servicing of heavy equipment for use by offshore energy companies in the Gulf Coast region. Seller was founded in 2002 and employed

Posted in damages, diminuation of value, lost profits, nondisclosure agreement, nondisclosure provision, strategic acquisition, strategic acquisition

Seller of scrap metal business waived Buyer’s breach of a nondisclosure provision

Buyer, headquartered in Cleveland, Ohio, and Seller, headquartered in Covington, La., are scrap metal recycling companies with substantial operations in Nashville, Tennessee. On December 9, 2015, they entered into a Confidentiality and Non-Disclosure Agreement (“NDA”) as part of discussions regarding

Posted in exclusivity provision, letter of intent, nondisclosure agreement

Court finds that seller of business may have violated an LOI exclusivity provision

This is story about how a company negotiating the sale of its business (the “seller”) ended up in court with the company interested in buying the business (the “buyer), over a provision in a letter of intent. In the words

Posted in exclusivity provision, letter of intent

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