Fibreform Wood Products, Inc. v. Louisiana-Pacific Corp.

MEMORANDUM **

Plaintiffs FibreForm Wood Products, Inc. and its cofounders, Leo and Marc Seidner, appeal from the summary judgment dismissing their breach of contract and misrepresentation claims against Louisiana-Pacific Corporation (“L-P”). Because the parties are familiar with the facts, we address only the issues raised by the appeal.

I. THE BREACH OF CONTRACT CLAIM

Plaintiffs contend that there are genuine issues of material fact as to whether the parties formed a joint venture, relying on three bases: (1) the November 3,1998, nonbinding letter of intent, (2) the February 12, 1999, term sheet, and (3) other circumstances.

A. The Nonbinding Letter of Intent (November 3, 1998)

The nonbinding letter of intent for the formation of a joint venture, signed by the parties on November 3, 1998, listed three conditions: (1) board approval, (2) completion of due diligence “to the sole satisfaction of L-P,” and (3) “execution of a definitive agreement to implement the contemplated transaction.”

No contract was formed as the result of this letter because none of these conditions was satisfied.

First, the board did not approve the joint venture. The February 24, 1999, board…