Texaco, Inc. v. Pennzoil Co

729 S.W. 2d 768 (1987)

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Nature of the Case

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Facts

Pennzoil (P) and Getty Oil agreed on P's purchase of Getty subject to the approval of each board, A Memorandum of Agreement was signed which was also subject to board approval, and a press release was issued. Texaco (D) made a counteroffer to Getty's board. Getty's board repudiated the deal with P and sold the company to D. P sued D for tortious interference with a contract. D contended that the Memorandum of Agreement was not a binding contract; it was subject to approval by the board of Getty Oil, and it was to expire by its own terms if not approved at the board meeting that was to begin January 2. However, before it was submitted to the board, it had been executed by parties who controlled the majority of the outstanding shares of Getty Oil. The jury gave the verdict to P. D appealed.