Heritage Broadcasting Co. v. Wilson Communications, Inc.

428 N.W.2d 784, 170 Mich. App. 812, 1988 Mich. App. LEXIS 455
CourtMichigan Court of Appeals
DecidedSeptember 6, 1988
DocketDocket 90381
StatusPublished
Cited by27 cases

This text of 428 N.W.2d 784 (Heritage Broadcasting Co. v. Wilson Communications, Inc.) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Heritage Broadcasting Co. v. Wilson Communications, Inc., 428 N.W.2d 784, 170 Mich. App. 812, 1988 Mich. App. LEXIS 455 (Mich. Ct. App. 1988).

Opinions

Hood, P.J.

On June 26, 1986, the Oakland Circuit Court granted plaintiff specific performance of a contract in which defendant was to sell two television stations to plaintiff. Defendant appeals as of right.

Defendant is the owner of television station wwtv and its satellite station, wwup-tv, located in Cadillac and Sault Ste. Marie, Michigan, respectively. Plaintiff is a corporation formed to acquire and operate broadcast properties. In 1983, plaintiff and defendant entered into negotiations for the sale of defendant’s stations to plaintiff. On October 16, 1983, Robert Smith, plaintiff’s representative, and David Olsen, defendant’s representative, orally agreed on a purchase price of $10.4 million, with defendant retaining its accounts receivable worth $600,000. They also agreed that the parties would enter into a letter of intent, one provision of which would be that defendant would not negotiate with any other buyer for forty-five days, during which the parties would seek to negotiate a mutually agreeable definitive agreement of sale.

The letter of intent was drafted on November 3, 1983. The pertinent parts of the letter state:

The purpose of this letter is to confirm our understandings regarding the principal elements of the purchase by Heritage Broadcasting Company or a company to be formed by Heritage Broadcasting Company or its controlling shareholder (The "Purchaser”) of Television Broadcast Stations wwtv, Channel 9, Cadillac, Michigan, and wwup-tv, Channel 10, Sault Ste. Marie, Michigan, from Wilson Communications, Inc., (the "Seller”).
1. The Seller will sell, and the Purchaser will [815]*815acquire all of the assets of the Seller used and useful in the operation of Stations wwtv and wwup-tv, including all contracts, programming agreements and leases which the Purchaser and the Seller agree to have assigned to the Purchaser, the CBS Network Affiliation Agreements, Federal Communications Commission ("fcc”) licenses, other auxiliary broadcast facilities, but not including the accounts receivable of the Seller, cash and cash equivalents (the "Assets”).
2. The obligation of the Purchaser to acquire the Assets shall be subject to the further conditon that the Purchaser and the Seller shall enter into a definitive agreement relating to the sale and purchase of the Assets as described in Paragraph 9 within a period of 45 days from the date of this letter.
9. It is intended that the foregoing will be incorporated into a definitive agreement to be negotiated and entered into by the Purchaser and by the Seller.
11. The Seller hereby agrees to deal exclusively with the Purchaser with respect to the sale of Stations wwtv and wwup-tv during the forty-five day period following the first day as of which the Seller shall have executed this letter (the "Exclusive Period”). During the Exclusive Period, neither the Seller nor anyone acting on its behalf will solicit, or participate in discussions or consider offers relating to, any sale of Stations wwtv and wwup-tv or the Assets, with any person or entity.

Defendant signed the letter of intent on November 3, 1983, and plaintiff signed it on November 4, 1983. Plaintiff commenced its investigation and verification of the books, records, and physical plan of the stations. On November 29, 1983, plaintiff’s president and engineer visited the stations. In [816]*816the meantime, defendant’s attorney began to draft a definitive agreement. In early December, plaintiff was informed by its engineer that there were problems with the station equipment. Defendant’s attorney thereafter informed plaintiff’s attorney that he had been instructed to put the drafting process "on hold” until the question as to whether the deal would go forward was clarified. Subsequently, after further negotiations, the parties decided to resume work on the definitive agreement.

On December 19, 1983, however, defendant terminated any further discussion of the definitive agreement. Defendant stated that the forty-five-day period had expired at midnight December 18, that the definitive agreement in its present form could not be signed by plaintiff, and that it was terminating negotiations. Defendant indicated that it intended to retain and operate its stations.

Plaintiff filed suit for specific performance. A bench trial was bifurcated on the issues of liability and damages. After the liability portion, the court found that a contract existed between the parties and that defendant had breached the contract. The court ruled that the letter of intent was a "contract to contract,” and that it was binding because it contained all of the essential terms to be included in the final contract. The court held that the terms left to be agreed upon were not essential terms and therefore did not prevent the letter of intent from constituting a binding contract. The court further ruled that the parties intended to be bound by the letter of intent. The court found that defendant had breached the contract in three ways: first, assuming arguendo that after the forty-five-day exclusive period expired defendant could lawfully terminate, defendant breached one day prematurely because the agreement was not exe[817]*817cuted by the seller until November 4; second, there is no express provision in the letter of intent stating that it expired within forty-five days unless a definitive agreement was reached, and nothing compelled a conclusion that such a definitive •agreement was mandatory within forty-five days; and finally, defendant’s failure to supply certain documents was an unreasonable "defect in defendant’s performance of its contractual obligations” which had "the necessary effect of extending the time within which [the parties’] mutual obligations could be fulfilled.” After the damages portion of the bifurcated trial, the court entered a judgment of specific performance against defendant. This Court subsequently granted a motion for immediate consideration and stay of the judgment pending appeal.

On appeal, defendant first claims that there was no "meeting of the minds” as to the legal import and operative effect of the letter of intent after expiration of the forty-five-day exclusive dealing period, and that therefore no binding agreement was formed on this issue. Citing 1 Restatement Contracts, 2d, §§ 17 and 20,1 defendant claims that the undisputed evidence shows that the parties attached different meanings to what was to hap[818]*818pen when the forty-five-day period expired and that plaintiff had reason to know that defendant considered the letter of intent to merely govern the stage of the relationship between the letter of intent and the definitive agreement, and not to be a binding contract. Defendant states that plaintiff drafted the letter so that if a definitive agreement was not entered into within forty-five days, plaintiff’s obligations were ended but defendant had to continue good-faith negotiations, while defendant thought that both parties were discharged.

In equity cases, this Court reviews de novo, but we will not reverse the trial court unless we are convinced that its findings are clearly erroneous or we would have reached a different result had we occupied its position. Calvary Presbyterian Church v Presbytery of Lake Huron of the United Presbyterian Church in the United States of America, 148 Mich App 105; 384 NW2d 92 (1986), lv den 425 Mich 863 (1986).

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Cite This Page — Counsel Stack

Bluebook (online)
428 N.W.2d 784, 170 Mich. App. 812, 1988 Mich. App. LEXIS 455, Counsel Stack Legal Research, https://law.counselstack.com/opinion/heritage-broadcasting-co-v-wilson-communications-inc-michctapp-1988.