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Apothekernes (P) attempted to buy the Biochemical Division of IMC (D). In December of 1977, the parties signed a letter intended to set forth the terms upon which the parties have reached substantial agreement and that all of the agreements were subject to concluding an agreement of sale that must be accepted by both boards of directors and that D would not negotiate with other parties for the sale of the same assets. Negotiations took place over several months, but D's board refused to approve the deal. P filed a suit for breach of contract, fraud, and estoppel. The trial court entered judgment for D; the letter was merely an obligation for both sides to deal in good faith with the goal of eventually reaching agreement. The trial court also found that D had not breached its obligation of good faith and that board approval must be given, or there would be no contract. P appealed.

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