KAP Holdings, LLC v. Mar-Cone Appliance Parts Co.

Dist. Ct. did not err in granting defendant’s motion to dismiss plaintiff’s action, alleging that defendant breached contract to form partnership with plaintiff. While parties can enter into agreement to form partnership, and plaintiff alleged that it and defendant orally agreed to content of terms sheet that provided sufficient terms of partnership, plain language of term sheet showed no intent to bind parties in legally enforceable manner, where there were no definite and certain terms for performance. Moreover, other sections of term sheet used only aspirational terms such as what partnership “would” or “will do” in future that did not resemble contract language. Also, term sheet did not contain clear timelines when parties were to allegedly perform their obligations. As such, allegations in complaint indicated only that the parties were considering going into business together, and parties’ oral agreement to provisions in term sheet did not create contract.