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As with the earlier negotiations, Arnold took the lead in
the negotiations with H�agen-Dazs. Between May 13 and May 23,
1988, Arnold and Martin met at least three times with H�agen-Dazs
representatives. On May 16, 1988, Hewit wrote a letter to
Charles McGill, vice president--acquisitions, for Pillsbury,
stating that, on May 13, proposals for H�agen-Dazs to buy MIC’s
“supermarket and food service business only” for up to $2.5
million had been rejected and that one of the obstacles was the
possible sale of the remaining business to another distributor
acceptable to H�agen-Dazs. However, neither Martin nor MIC
thereafter pursued the possibility of such a sale, and the
subject was never raised in subsequent negotiations with H�agen-
Dazs.
On May 19, 1988, the parties discussed the outlines of an
agreement to sell the supermarket and food service distribution
business to H�agen-Dazs. On May 23, 1988, Mr. Hewit wrote
another letter to Mr. McGill detailing the terms discussed in the
meetings, including an overall price of $1.5 million for that
business, $350,000 in additional contingent payments payable over
3 years, and annual payments of $150,000 to Arnold for 3 years,
and of $50,000 to Martin for 5 years in return for consulting
services and covenants not to compete in the retail super-premium
ice cream distribution business, except as MIC and Martin would
continue to distribute ice cream to stores other than the
supermarket chains. Mr. Hewit’s letter did not refer to any
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