Arnold Palmer Golf Co. v. Fuqua Indus., Inc.
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Arnold Palmer Golf Co. v. Fuqua Indus., Inc., 541 F.2d 584 (6th Cir. 1976).
Facts: Parties signed a memorandum of intent but never formalized the very detailed memo into a later contract.
Issue: Did the parties intend to be bound by the terms within the memo of intent?
Holding: Yes, the later contract document was merely a memorialization of the contract made at the time of the memo of intent. The wording of the memo of intent shows agreement.
Rule: Six factors to determine if parties intended to be bound (each factor is given different weight):
- whether this class of contract usually is in writing
- whether it needs a formal writing for its full expression
- few or many details required
- If contract lacks detail - usually written contract needed
- If there are many detail in oral contract -- may be sufficient
- whether amount involved is large or small
- larger amount usually needs written contract
- whether the type of agreement is common or unusual
- More unusual need a written contract
- whether a written contract is coming
- If so, then need a written contract