Trovare Capital Group, LLC v. Simkins Industries, Inc.

Record contained sufficient evidence to support Dist. Ct.’s entry of judgment in favor of defendants in bench trial on plaintiff’s breach of contract action alleging that defendant failed to pay $200,000 break-up fee called for in Letter of Intent (LOI) when negotiations between parties failed to reach deal to sell defendants’ company prior to termination date set forth in LOI. Although plaintiff argued that defendants engaged in sham negotiations and made unrealistic demands to avoid paying break-up fee, Dist. Ct. could properly find that defendants continued to engage in bona fide negotiations through LOI termination date, where defendants did not send plaintiff notice of termination of negotiations that would otherwise trigger break-up fee, and where plaintiff failed to show that defendants lacked intention to complete sale by termination date, even though plaintiff presented evidence that: (1) president of company sent angry email prior to termination date indicating desire to end negotiations; (2) defendants refused to provide full scope of due diligence documents requested by plaintiff; and (3) defendants refused to perform certain environmental studies on company property that precluded plaintiff from obtaining financing to purchase company.