W. R. Grace & Co. v. Taco Tico Acquisition Corporation

454 S.E.2d 789 (1995)

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Nature of the Case

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Facts

The parties operated fast-food Mexican restaurants. D primarily in the Southeastern United States and P primarily in the Midwest and Western United States. In 1990, P initiated negotiations to acquire D's Del Taco operations. In August 1990, the parties executed a non-binding letter of intent that set forth the terms proposed for P's acquisition of Del Taco. The letter provided that the agreement would remain contingent on the right of the parties to conduct further investigation no party to the proposed transaction (and no person or entity related to any such party) will be under any legal obligation with respect to the proposed transaction or any similar transaction, and no offer, commitment, estoppel, undertaking or obligation of any nature whatsoever shall be implied in fact, law or equity, unless and until a formal agreement providing for the transaction containing in detailed legal form terms, conditions, representations and warranties (secured by an appropriate escrow) has been executed and delivered by all parties intended to be bound. P and D also executed a management services agreement through which P agreed to manage the operations of Del Taco and P while the parties attempted to complete the acquisition. P would be paid only $10 per month for these management services. P began managing Del Taco and Taco Tico. P did not attempt to complete the transaction in accordance with the letter of intent, but, made proposals concerning Del Taco's continued operation, which differed from the terms provided in the letter of intent. D stated that the proposed acquisition would not take place, and the management agreement was terminated. P sued D asserting claims for fraud and rescission of the agreement, breach of fiduciary duty, promissory estoppel (because of representations that the acquisition would be completed), and quantum meruit for services rendered in managing Del Taco. The trial court denied D's motion for a directed verdict on the promissory estoppel claim. The trial court granted summary judgment to D on the claim for breach of fiduciary duty, and the jury found in favor of D on the claims for fraud and rescission but awarded damages to P on its claims of promissory estoppel and quantum meruit. D appealed. D contends the language of the agreement between the parties, specifically disclaimed reliance on future representations by either party concerning their intention to consummate the proposed deal.