Arnold Palmer Golf Co. v. Fuqua Industries, Inc.

Arnold Palmer Golf Co. (Arnold Palmer) (plaintiff) entered into a business relationship with Fuqua Industries, Inc. (Fuqua) (defendant) for the purpose of acquiring third party manufacturing companies. Together, Arnold Palmer and Fuqua acquired Fernquest and Johnson (Fernquest), a manufacturer of golf clubs. After this acquisition, Fuqua and Arnold Palmer signed a Memorandum of Intent detailing a proposed new corporation to be formed by the two companies. The Memorandum of Intent stated that Arnold Palmer would own 75 percent of the new company, and Fuqua would own 25 percent. Additionally, the Memorandum of Intent contained detailed statements about how the new company would be run and funded, as well as a statement that counsels for Arnold Palmer and Fuqua would “proceed as promptly as possible to prepare an agreement acceptable to Palmer and Fuqua for the proposed Combination of businesses.” The Memorandum of Intent also stated that the agreement between Palmer and Fuqua was conditioned on fulfillment of two conditions: the preparation of a definitive agreement for the proposed combination of the two businesses that was satisfactory to both party, and approval of such agreement by Fuqua’s Board of Directors. Before the definitive agreement was prepared, Fuqua terminated negotiations with Arnold Palmer. Arnold Palmer brought suit in federal district court against Fuqua seeking to enforce the alleged contract. The district court held that since the conditions in the Memorandum of Intent were not fulfilled, the Memorandum of Intent did not represent sufficient intent by Arnold Palmer and Fuqua to be bound by contract. The district court granted Fuqua’s motion for summary judgment, and Arnold Palmer appealed.