GMH Associates, Inc. v. Prudential Realty Group

GMH Associates (plaintiff) and Prudential Realty Group (defendant) signed a letter of intent (LOI) for GMH to buy Prudential's commercial property, expressly allowing either party to terminate negotiations at any time for any reason and requiring approval from Prudential's directors for any final contract, while Prudential informally promised not to sell to anyone else for an unspecified period; after negotiations dragged past the expected closing date, Prudential secretly began negotiating with a Singapore firm, then had an employee suggest a path forward to GMH, prompting GMH to send a draft LOI revision incorporating that suggestion. Instead of approving the revision, Prudential sold the property to the Singapore firm; GMH sued for breach of contract, fraud, bad faith, and promissory estoppel, winning compensatory and punitive damages at trial, and Prudential appealed.