Ford Dealers Essay

3898 WordsNov 27, 201116 Pages
Lindquist Ford v. Miller, --- F.3d ----, 2009 WL 454730 (7th Cir. 2009) Middleton Motors, Inc., a struggling Ford dealership near Madison, Wisconsin, sought managerial and financial assistance from Lindquist Ford, Inc., a successful Ford dealership located in Bettendorf, Iowa. The ensuing negotiations centered on Middleton’s need for management services and a cash infusion from Lindquist. The two dealerships generally agreed that Craig Miller, Lindquist’s general manager, would take over as manager of Middleton and that Lindquist would be compensated for these services based on Middleton’s profits after Miller turned the dealership around. Before entering into more serious negotiations, the parties signed a confidentiality agreement drafted by Lindquist. It included the following relevant provisions: In connection with the interest of [Lindquist], in exploring the possible acquisition (the “Transaction”) of all or a portion of the business (the “Business”) owned by you, We are requesting that you or your representatives furnish certain information relating to the Business. . . . . . . . 6.) We acknowledge and agree that unless and until a written definitive agreement concerning the Transaction has been executed neither you, any of your Representatives, us nor any of our Representatives, will have any liability to the other with respect to the Transaction, whether by virtue of this agreement of [sic] any other written or oral expression with respect to the Transaction otherwise. On April 17, 2003, the two dealerships met to hammer out a deal. Middleton sought Miller’s services as a general manager and a cash infusion from Lindquist in exchange for a profit-sharing agreement. A general understanding was reached that Miller would take over as general

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