Mergers & Acquisitions – Contract – Court Error

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Civil

7^th Circuit Court of Appeals

Officials: FLAUM, KANNE, and SYKES, Circuit Judges

Mergers & Acquisitions – Contract – Court Error

No. 13-2005 Trovare Capital Group, LLC v. Simkins Industries,  Inc.

Actions between parties amounting to intention of continued negotiations in good faith prevented Appellant’s entitlement to “breakup fee” provided for under Letter of Intent between the parties.

“In addition, circumstantial evidence supports the district court’s conclusion. The evidence established that Simkins was aware that communications continued to pass between Appellees and Trovare after the email was sent. He continued to engage Mesirow to broker the deal. And he asked Brant to take over primary responsibility for negotiations in or around September, apparently because negotiations had become either too contentious or too slow with Gadon. Had Simkins intended to terminate negotiations on August 2, we can only assume he would have stepped in to stop negotiations when he saw that they were continuing. Because we cannot disturb the court’s credibility finding, and because the finding is supported by ample record evidence, we find no clear error in the court’s conclusions regarding the August 2 email and Simkins’s intention to go forward in good faith.”

Affirmed.

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Attorney Derek A. Hawkins is the managing attorney at Hawkins Law Offices LLC, where he heads up the firm’s startup law practice. He specializes in business formation, corporate governance, intellectual property protection, private equity and venture capital funding and mergers & acquisitions. Check out the website at www.hawkins-lawoffices.com or contact them at 262-737-8825.