Empro Mfg. Co. v. Ball-Co Mfg., Inc.

870 F.2d 423 (1989)

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Nature of the Case

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Facts

Ball (D) floated its assets on the market, and Empro (P) showed interest. After preliminary negotiations, P sent D a three-page letter of intent to purchase D for $2.4 million with $650,000 paid on closing and the rest on a 10-year promissory note secured by the inventory of D. The letter conditioned P's purchase upon conditions precedent and the approval of P's board of directors. The deal eventually fell through when D wanted a security interest in the land under the plant, P refused. P then learned that D was negotiating with someone else. P sued in diversity and for a temporary restraining order. The trial judge dismissed the complaint for failure to state a claim upon which relief may be granted. P appealed.