Main Street Baseball, LLC v. Binghamton Mets Baseball Club, Inc.

After nearly five months negotiating to buy a minor-league baseball team, Main Street Baseball (plaintiff) and Binghamton Mets Baseball Club (defendant) signed a 'mutual and fully binding' letter of intent (LOI) that set major deal terms including price and payment schedule, called itself 'a legally binding commitment' to execute an Asset Purchase Agreement (APA), and set a 60-day exclusivity period during which Binghamton wouldn't shop other offers and both sides would use reasonable best efforts to negotiate a final APA. After Main Street paid a $100,000 security deposit, the parties disagreed during APA negotiations over indemnification limits and new terms Main Street proposed, and the 60-day window expired without an executed APA; Binghamton then accepted a competing offer, and Main Street sued for breach and sought a preliminary injunction to block the sale during litigation.