Hunt Foods and Industries, Inc. v. Doliner

During negotiations for Hunt Foods and Industries (Hunt Foods) (plaintiff) to buy Eastern Can Company, Hunt Foods and Doliner (defendant), Eastern Can's majority shareholder, agreed only on price before pausing over other disputed terms. Hunt Foods, worried Doliner might use its offer to solicit a higher bid elsewhere, paid $1,000 for an option to purchase Doliner's stock; Doliner claimed he understood the option would only be unconditional if he actually solicited an outside offer, which Hunt Foods denied. When negotiations later collapsed without agreement, Hunt Foods exercised the option and Doliner refused to deliver the stock, arguing the unfulfilled condition (his soliciting an outside offer) meant the option never became binding; the trial court granted Hunt Foods summary judgment ordering specific performance, and Doliner appealed.