Budget Marketing, Inc. v. Centronics Corporation

Budget Marketing (BMI, plaintiff) and Centronics (defendant) signed a letter of intent outlining a proposed acquisition, expressly stating it wasn't a binding agreement except for certain confidentiality provisions, with a target date for a formal agreement that the parties later amended. While the deal was pending, BMI purchased additional stores and key man insurance as required, and BMI's CEO Charles Eagle (plaintiff) personally invested assets to comply, all while Centronics repeatedly reaffirmed its intent to complete the acquisition — before ultimately deciding to pursue other opportunities instead. BMI and Eagle sued for promissory estoppel among other claims; the trial court granted Centronics summary judgment, and BMI and Eagle appealed.