W.R. Grace & Co. v. Taco Tico Acquisition Corp.

W.R. Grace & Co.-Conn. and Del Taco Restaurants, Inc. (Del Taco) (defendants) operated Mexican restaurants in the southeastern United States. Taco Tico Acquisition Corporation and Taco Tico, Inc. (Taco Tico) (plaintiffs) operated Mexican restaurants in the Midwest and in the western United States. Taco Tico entered into negotiations to acquire Del Taco. The parties signed a non-binding letter of intent containing the proposed terms for the acquisition. The letter of intent stated that, notwithstanding any past, present, or future representations by either party, neither party would be under any legal obligation relating to the transaction until a formal agreement was executed. The parties also executed a management services agreement, under which Taco Tico agreed to manage Del Taco for a nominal monthly fee while the parties attempted to complete the transaction. Throughout these negotiations, both parties were represented by experienced businessmen acting with the advice of counsel. Taco Tico later made proposals for completing the transaction that were different from the terms in the letter of intent. Del Taco told Taco Tico that the proposed acquisition would not happen and terminated the management agreement. Taco Tico sued Del Taco for fraud, rescission of the agreement, promissory estoppel, and quantum meruit for the management services it had provided to Del Taco. Del Taco moved for a directed verdict on the promissory estoppel claim, based on the language of the agreement between the parties. The trial court denied the motion. The jury found in favor of Del Taco on the claims for fraud and rescission, but awarded damages to Taco Tico on its claims of promissory estoppel and quantum meruit. Del Taco appealed.