Itek Corp. v. Chicago Aerial Indus., Inc.

248 A.2d 625 (1968)

From our private database of 45,900+ case briefs, written and edited by humans—never with AI.

Itek Corp. v. Chicago Aerial Indus., Inc.

Delaware Supreme Court
248 A.2d 625 (1968)

Facts

Itek Corp. (Itek) (plaintiff) and Chicago Aerial Indus., Inc. (CAI) (defendant) are both producers of photographic equipment. Over 50 percent of CAI’s stock was held by its president and the estates of its two founders. These individual stockholders sought to realize cash for their CAI stock. Accordingly, they formed a committee to seek out a purchaser for their CAI stock. In spring of 1964, Itek became interested in acquiring CAI’s assets and began negotiations with the CAI stockholders to purchase their CAI stock. In fall of 1964, CAI conditionally accepted an offer by Itek to purchase all of CAI’s assets at a total price of $6,759,600, or $12.00 per share. CAI’s acceptance of Itek’s offer was conditioned on the requirements that Itek would obtain the necessary financing for the purchase, that an informal letter of intent would be executed between CAI and Itek, that the details of the agreement would be worked out, and that formal documents would be prepared to the satisfaction of both parties. Itek obtained the necessary financing, and on January 15, 1965, Itek and CAI executed a letter of intent. The letter of intent outlined the terms for further negotiations between Itek and CAI. Paragraph Two of the letter of intent stated that Itek and CAI would make “every reasonable effort” to agree upon and have prepared as quickly as possible a contract providing for the purchase of CAI stock by Itek, subject to the approval of CAI stockholders. The last sentence of Paragraph Two provided that if the parties failed to agree upon and execute such a contract, they would be under no further obligation to one another. On February 23, 1965, CAI’s individual shareholders received a separate offer from Bourns, another company, to purchase CAI’s stock at $16.00 per share. CAI’s shareholders accepted this offer and informed Itek that it would no longer continue with negotiations to sell stock to Itek. Itek brought suit against CAI and CAI’s individual shareholders in Delaware court alleging breach of contract and failure to negotiate in good faith. The trial court granted motions for summary judgment brought by CAI and CAI’s individual shareholders, and Itek appealed.

Rule of Law

Issue

Holding and Reasoning (Wolcott, C.J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 741,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 741,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 45,900 briefs, keyed to 984 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 741,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 45,900 briefs - keyed to 984 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership