Gemini Investors Inc. v. Ameripark, Inc., No. 10-1312 (1st Cir. 2011)
Annotate this CaseDefendant is a valet parking business and executed a letter of intent to buy a competing company for $16 millions. An outline of a financing agreement under negotiation with a private equity group contained exclusivity and confidentiality provisions. While that agreement was in effect, the defendant's founder negotiated financing from a company that owned 24.9 % of defendant company. The private equity company sued. The district court entered judgment in favor of defendant. The First Circuit affirmed. The district court properly declined to instruct the jury on the lost opportunity theory of causation and damages; at most, the equity group was deprived of a contractually guaranteed right to prevent defendant from negotiating financing with others. The court properly instructed the jury that the exclusivity provision reference to discussing financing with "any person or entity" was ambiguous.
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