Conopco, Inc. v. Wathne Ltd.

Summary

The New York Appellate Division modified an order denying summary judgment in a dispute concerning a February 12, 1988 Letter Agreement. The court held that the letter was a binding agreement that could not be terminated by an amendment and dismissed the plaintiff’s first and second causes of action. Issues of fact remained regarding alleged breaches involving inferior goods, documentation of first cost, confidentiality, and trademark restrictions.

Holdings

1. The February 12, 1988 letter is a binding agreement because its language and terms manifested the parties' objective intent to be bound and contained all essential contractual terms.
2. The letter agreement did not terminate upon amendment of the License Agreement.
3. Summary judgment was not warranted on the third cause of action or the counterclaims because material factual issues existed concerning alleged inferior goods, documentation of first cost, confidentiality and trademark restrictions, and the counterclaims.

Questions Presented

1. Whether the February 12, 1988 letter constituted a binding agreement despite the parties' intention to negotiate a fuller agreement.
2. Whether the letter agreement terminated when the related License Agreement was amended.
3. Whether factual issues precluded summary judgment on plaintiff's claim that defendant breached the letter agreement and on defendant's counterclaims.

Disposition

other