Hunt Foods And Indus., Inc. v. Doliner

26 A.D.2d 41, 270 N.Y.S.2d 937 (1966)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

Hunt (P) sought to acquire the assets of Eastern Can Company. The stock of Eastern was owned by Doliner (D). D and his family owned 73% of the stock of Eastern Can. Negotiations resulted in an early stage agreement to pay almost $6 million in cash or Hunt stock for P's stock. Several important items remained including the form of the acquisition, and the negotiations were recessed for several weeks. P became concerned that D would shop its bid and requested an option for P to buy all of D's stock at $5.50 per share. The option was prepared and signed by D and the family. The option was to be exercised by giving notice on or before June 1, 1965, and if notice was not given, the option was void but if given P had to pay the price and D had to deliver the stock in seven days. P paid $1,000 for that option. D claims that when his counsel called attention to the fact that the option was unconditional, he obtained a verbal understanding that it was to be used only in the event that D solicited an outside bid as was originally agreed and that P insisted that unless the option was signed in unconditional form, negotiations would terminate. P contends that there was no such condition. Following the resumption of the negotiations, and their failure, P exercised the option. D objected. P moved for a summary judgment based on the parol evidence rule. It was granted, and D appealed.