Summary of Leeds v. First Allied Connecticut Corp., (521 A.2d 1095)
Issue: Does the letter of intention, signed by both parties, constitute a contract?
Holding: No it does not once all of the surrounding circumstances are factored in.
- Plaintiff owns a Convalescent Center of which he entertained offers to buy
- Mr. Sondericker, an agent of FACC, saw one of the ads placed by the Plaintiff and wrote a letter expressing interest of such to the Plaintiff
- After much negotiation, the sole shareholder of FACC, Mr. Glazer, informed Plaintiff that he would write a letter of intention for Plaintiff to sign – thereafter, the parties could enter into a formal contract
- Plaintiff accepted the terms in the letter and signed it and had it returned to FACC.
- Prior to sending in the signed letter, Plaintiff had written and addressed a letter to Mr. Glazer talking about other means and alternatives for the agreement – Plaintiff never sent the letter reflecting his desires for additional terms when he signed and returned the FACC letter.
Reasoning: No intention to be bound by a contract was expressed in the FACC letter. It is supported by the fact that neither party really thought the negotiations were complete by the time that letter was returned to FACC. The letter was never brought to the latter negotiations which took place and the verbiage in the letter does not express the same meaning as the latter proposal (“we wish to purchase", letter, and “FACC, buyer, agrees to purchase…", proposal).
Disposition: Judgment was rendered in favor of the plaintiff.