Empro Manufacturing Co. v. Ball-Co Manufacturing, Inc.
United States Court of Appeals for the Seventh Circuit
870 F.2d 423 (7th Cir. 1989)
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.
Rule of Law
Holding and Reasoning (Easterbrook, J.)
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