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):

  1. whether this class of contract usually is in writing
  2. whether it needs a formal writing for its full expression
  3. few or many details required
    • If contract lacks detail - usually written contract needed
    • If there are many detail in oral contract -- may be sufficient
  4. whether amount involved is large or small
    • larger amount usually needs written contract
  5. whether the type of agreement is common or unusual
    • More unusual need a written contract
  6. whether a written contract is coming
    • If so, then need a written contract