GMH Associates, Inc. v. Prudential Realty Group

Prudential Realty Group (Prudential) (defendant) and GMH Associates, Inc. (GMH) (plaintiff) agreed on a letter of intent (LOI) for the sale and purchase of Prudential's commercial property, subject to settling some outstanding issues. The LOI expressly permitted either party to terminate contract negotiations at any time and for any reason, and stipulated that any contract would need the approval of Prudential's directors. In return, Prudential promised that, for an unspecified period, it would not sell the property to anyone else. Contract negotiations lasted longer than expected. After the date originally set for closing passed, Prudential secretly offered the property to a Singapore firm. A few weeks later, a Prudential employee contacted GMH and suggested a way that GMH and Prudential might come to terms. GMH sent Prudential a new draft LOI, which purportedly accepted Prudential's supposed offer by incorporating the Prudential employee's suggestion. Otherwise, the draft revision simply reiterated the original LOI's provisions. Instead of approving the draft revision, Prudential sold the property to the Singapore firm. GMH sued Prudential for breach of contract, fraud, and bad faith, and asserted the doctrine of promissory estoppel. The trial court awarded compensatory and punitive damages to GMH. Prudential appealed to the Pennsylvania Superior Court.