Anderson Chemical Co. v. Portals Water Treatment, Inc.
Decision Date | 28 June 1991 |
Docket Number | Civ. A. No. 88-78-3-MAC (WDO). |
Citation | 768 F. Supp. 1568 |
Parties | ANDERSON CHEMICAL CO., INC., et al., Plaintiffs, v. PORTALS WATER TREATMENT, INC., et al., Defendants. |
Court | U.S. District Court — Middle District of Georgia |
W. Lyman Dillon, Mary A. Prebula, Hansell & Post, Atlanta, Ga., for plaintiffs.
Carl A. Neumann, Keck, Mahin & Cate, Oakbrook Terrace, Ill., for Anderson Equipment Co. and David M.A. Knowles.
John C. Filosa, Michael K. Murtaugh, Richard M. Franklin, Baker & McKenzie, Chicago, Ill., Benjamin M. Garland, Hall, Bloch, Garland & Meyer, Macon, Ga., for defendants.
Plaintiffs are Anderson Chemical Company, Inc., its subsidiary corporations and its stockholders ("Anderson Chemical"). Defendants are Portals Holdings PLC of the United Kingdom and its United States subsidiaries, Portals Water Treatment, Inc. and Wright Chemical Company ("Portals").
Anderson Chemical, its subsidiaries and stockholders, are citizens of different states from defendants who are subjects of a foreign state and citizens of other different states. The controversy exceeds the sum of $50,000, exclusive of interest and costs. The court, therefore, has jurisdiction under 28 U.S.C. § 1332.
By their complaint and motion for summary judgment plaintiffs contend that the defendants, on November 9, 1987, in writing, contracted to buy plaintiff corporation and its subsidiaries from plaintiff stockholders for some $13,400,000 and then defaulted, damaging plaintiffs in an amount of more than $4,000,000. Plaintiffs contend there is no genuine issue of material fact and that they are entitled to a judgment as a matter of law on each of their thirteen alleged causes of action.
Defendants assert by their responsive pleadings and cross motion for summary judgment that the November 9, 1987, writing is not an enforceable contract for defendants to purchase Anderson Chemical Company, Inc. and its subsidiaries from plaintiff stockholders; that there is no genuine issue of material fact; and that defendants, on each of plaintiffs thirteen asserted causes of action, are entitled to judgment as a matter of law.
Rule 56(c) of the Federal Rules of Civil Procedure allows for the granting of summary judgment when "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." The moving party bears the initial burden of showing, by reference to materials on file, that there are no genuine issues of material fact that should be decided at trial. Clark v. Coats & Clark, Inc., 929 F.2d 604, 607 (11th Cir., April 19, 1991). "Only when that burden has been met does the burden shift to the nonmoving party to demonstrate that there is indeed a material issue of fact that precludes summary judgment." Id.
Portals Holdings PLC is an international enterprise headquartered in the United Kingdom. It and its many world-wide subsidiaries at the time in question had annual gross sales of some $350,000,000, about 60% of which came from its water treatment division. Portals Water Treatment, Inc. and Wright Chemical Corporation, both of Schiller Park, Illinois, are two of Portals' United States subsidiaries. As a result of Wright Chemical Company's disappointing performance over several years, Portals Holdings PLC, in the fall of 1986, authorized Portals Water Treatment, Inc. and Wright Chemical Company, Inc. management to begin searching for a United States company to acquire for the purpose of possibly expanding Wright Chemical Company, Inc. and making it into a profitable enterprise. Devoto and Company of Atlanta, Georgia, a company representing United Kingdom businesses desiring to acquire United States businesses, was hired to find suitable prospects. Devoto contacted Richard K. "Jet" Anderson, chief executive officer and majority stockholder of Anderson Chemical, and interested him in talking with Portals' representatives about the possibility of Portals acquiring Anderson Chemical. With a written understanding of confidentiality, discussion began between Portals' United States representatives and Anderson Chemical on July 6, 1987. "Jet" Anderson, assisted by his attorney and his certified public accountant, was the main negotiator for Anderson Chemical. John S. Roberts and David Knowles, both employees of Portals' United States subsidiaries, were the main negotiators for Portals.
After many meetings, much conversation, extensive negotiations, disclosure of confidential operating and financial data, visits to each other's plants and offices, and exchange of proposed written agreements the parties signed the first and only writing that both plaintiffs and defendants agreed to on November 9, 1987, in Chicago, Illinois. Plaintiffs contend that the November 9, 1987, writing is a contract, while defendants contend it is a non-binding letter of intent. The writing reads as follows:
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