The Court in its decision reiterated that in terms of letters of intent, it will not impose binding contracts where none existed and therefore each case will depend on its own facts, taking into consideration what is communicated between the parties by words or conduct. Where contracts are negotiated "subject to contract", the Court noted that, it will not always infer that a contract has been agreed on those business terms that are "subject to contract". However, in this case, the Court decided that the parties had agreed a binding contract and that the binding contract was not subject to contract for the following reasons: Given the parties agreement over price, it was unrealistic to infer that the parties did not intend to create legal relations; All the essential terms had been agreed and variations were agreed without stating that they were "subject to contract". The actions and communications of the parties indicated that they had accepted the contract terms and formed a legal contract, without the necessity to require a formal written contract; and
This letter puts forth the non_binding intent of Buyer Name (Buyer) and Seller Name. (Seller) to enter into an Agreement whereby Buyer would purchase essentially all of the tangible and intangible assets, operations, and company name for the sum of Total Price, plus (or minus) the amounts for inventory, accounts receivable, accounts payable, and work_in_process (at cost) at the time of closing. Such amount to be paid for as follows at Closing: 1.$XXᇸ deposit on date executed by Buyer and signed by Seller and shall be applied as part of the payment at closing, but shall be refunded if no closing occurs on or before DATE. Also, the deposit can be contingent upon financing or other considerations. 2.$XXᇸ note payable to Seller at a X% rate for XX months (this relates to a Seller carry not as part of the financing), 3.$XXᇸ, (plus or minus adjustments typically for working capital changes), to be paid in certified funds, at close with a post close adjustment period usually 60╶ days after close to true the final accounting and working capital.