中英对照案例：ITEK CORP. v. CHICAGO AERIAL INDUSTRIES, INC.


Facts: After long negotiations, a letter of intent between A and B was signed which stated in part that they would both "make every reasonable effort to agree upon and have prepared as quickly as possible" a contract for the purchase of A to buy B. Soon thereafter, B was offered a higher price by a separate company, and so terminated the contract based on "unforeseeable circumstances". A sued, and lost by summary judgment at trial court, and appealed.


Nature of the Risk: When parties enter a contract, they assume the risk that a better opportunity will present itself, which they cannot take advantage of due to the nature of their previous contract.


Issue: Was there a binding contract between A and B?


Holding: "...the fact that some matters are left for future agreement among the parties does not necessarily preclude the finding that a binding agreement was entered into during the preliminary stages."


Reasoning: The court based their holding on Borg, and reasoned that the attempt parties did not try to reach agreement in good faith as they had promised. In essence, they had contracted to negotiate further terms. They used the Illinois law focusing on intent of the parties to say that there was evidence that would support a finding that both parties intended to be bound.

[参考译文]
ITEK CORP. v. CHICAGO AERIAL INDUSTRIES, INC.

案由：经过长时间的磋商，A与B 签署了一份意向书，该意向书部分地提到双方应“尽一切合理的努力就A购买B的产品这一事宜达成一致并且尽可能快地为履约做准备”。不久以后，另外一家公司向B公司提出了更高的报价，于是B就以发生了“无法预料的情况”为由终止了该合同。A因此提起诉讼，经审判法院简易判决程序审理，A 败诉，于是A 又提起上诉。
风险性：在双方当事人缔结合同时，他们就应承担这样一种风险，即基于先前合同的存在，他们不得利用此后出现的更好的缔约机会。
争议点：A 与 B 之间是否存在具有约束力的合同关系？
判决：“如果双方当事人就某些事项留待以后协商，这并不能排除法院认定该具有约束力的协议在初期已经成立。”
理由：法院基于Borg案件，认为有意缔结合约的双方当事人并没有善意地依其承诺达成一致。实质上，他们已经约定就一些条款作进一步的协商。他们采用了伊利诺斯州的法律，该法律注重缔约方的缔约意图，并且指出有证据证明双方当事人有意受该合同约束。