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's (plaintiff's) letter of intent to purchase Ball-Co's (defendant's) assets and plant set out general terms but expressly conditioned the deal on a later definitive Asset Purchase Agreement and various approvals, including Empro's own board and shareholders, and negotiations broke down over Ball-Co's insistence on retaining a security interest in the underlying land; Ball-Co then began negotiating with a different buyer, and when Empro sued and sought a restraining order, the district court dismissed the complaint.
Whether a letter of intent is binding if the agreement in the letter is subject to various conditions including a more formal and definitive agreement.