Arcadian Corporation (Arcadian) (defendant) sold phosphate fertilizer. Arcadian Phosphates, Inc. (API) was incorporated to acquire Arcadian. The parties began negotiating the sale as part of a joint venture. The parties negotiated a pair of memoranda that included the purchase price, schedule of payments, assets included in the sale, and a closing date. However, the memoranda stated that part of the payment would be “a note secured to Arcadian’s satisfaction,” and that additional members of the joint venture would be “subject to mutual agreement.” Further, the memoranda contained provisions for the potential failure of the negotiations. Before the parties took further action, the phosphate market changed significantly, increasing profitability. Arcadian at that point informed API that it wanted to own at least 50 percent of the joint venture, up from an original 5 to 20 percent. API rejected this advance and sued Arcadian for breach of contract and promissory estoppel. The district court granted Arcadian summary judgment. API appealed.