Empro Manufacturing (Empro) (plaintiff) drafted a letter of intent to buy Ball-Co Manufacturing’s (Ball-Co) (defendant) assets and plant. The letter of intent provided general terms and conditions and stated that the agreement in the letter was subject to a definitive Asset Purchase Agreement and various conditions, including the approval of Empro’s board of directors and shareholders. During subsequent negotiations, it became clear that Ball-Co wanted to retain a security interest in the land under the plant, but Empro refused. Ball-Co then started negotiating with a different company and when Empro found out, it brought suit and filed for a temporary restraining order. The district court dismissed the complaint. Empro appealed.