Marketplace Holdings, Inc. v. Camellia Food Stores, Inc.

By Judge Everett A. Martin, Jr.

On July 24, 2003, the chairmen of the plaintiff and defendant signed a letter of intent concerning the plaintiffs proposed purchase of the defendant and its subsidiaries that fixed the purchase price and provided that the acquisition would be a stock purchase. The letter of intent provided in paragraph 5 that the “definitive Stock Purchase Agreement” would include representations and warranties “customary in transactions of this nature, including, without limitation representations as to” ten general categories and “other items to be agreed upon in the…