Summary
concluding that "letter of intent" was unenforceable agreement to negotiate
Summary of this case from Richie Co. v. Lyndon Insurance Group, Inc.Opinion
No. C6-93-1556.
May 26, 1994. Rehearing Denied July 15, 1994.
ORDER
Based upon all the files, records and proceedings herein,
IT IS HEREBY ORDERED that the decision of the court of appeals filed on February 1, 1994 be, and the same is, reversed. The court of appeals' decision reversed the summary judgment entered in favor of defendants Clearwater National Corporation and remanded to the trial court for its consideration of extrinsic evidence of the parties' intent and its resolution of the question of whether conditions precedent contained in the document entitled "letter of intent" were satisfied.
In construing the document as executed on October 27, 1992, the trial court focused on paragraph 7, which provided that:
[t]he parties shall enter into a definite purchase agreement which shall be drafted by the buyers within 30 days.
The trial court concluded that the "letter of intent" merely created an agreement to negotiate in good faith and that it was not the complete and final agreement the parties contemplated would govern the conveyance of the real estate at issue. We agree with that construction and direct the reinstatement of the summary judgment in favor of the defendant sellers, Clearwater National Corporation, et al.
Reversed and summary judgment reinstated.
BY THE COURT:
/s/ M. Jeanne Coyne Associate Justice