- 13 -
negotiations with H�agen-Dazs.5 Arnold was the primary
negotiator in the talks with H�agen-Dazs. To that end, Arnold
executed a series of confidentiality agreements. In March 1987,
the initial talks broke down because the parties could not agree
on the price for the business with the supermarkets.
To memorialize the termination of discussions, Mr. Hewit
sent H�agen-Dazs a letter dated April 7, 1987, stating that he
understood H�agen-Dazs to have made an initial offer of $3
million for “the Haagen-Dazs portion of the business”. In a
letter dated April 16, 1987, H�agen-Dazs replied that it had not
offered $3 million, and that the distribution rights under
discussion were worth approximately $1 million. Despite the
breakdown in formal negotiations, the parties remained in
contact. On January 8, 1988, Arnold signed a new confidentiality
agreement.
On May 4, 1988, the MIC board of directors, consisting of
Martin, Arnold, and Mr. Hewit, and Arnold and Martin as MIC’s
shareholders, adopted and approved resolutions to form a
subsidiary of MIC, to be called SIC. Later that month,
negotiations resumed between H�agen-Dazs and Arnold and Martin
regarding the possible sale of Arnold’s supermarket distribution
rights.
5 There is no evidence in the record that it ever occurred
to Mr. Hewit, Martin, or Arnold that Martin and MIC should obtain
separate legal representation, independent from Arnold, in
negotiating and effectuating the split-off and the transactions
with H�agen-Dazs.
Page: Previous 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 NextLast modified: May 25, 2011