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allocation of the total price between distribution rights as such
and the business records related to those rights, or even refer
to any such records. H�agen-Dazs had derived the total price it
was willing to pay from a formula based upon MIC’s annual sales
of H�agen-Dazs products to the supermarkets.
On May 31, 1988, SIC’s certificate of incorporation was
filed with the New Jersey secretary of state, and SIC was
organized as a wholly owned subsidiary of MIC. On June 2, 1988,
Stan Oleson of Pillsbury sent Mr. Hewit a draft “Agreement for
Purchase and Sale of Assets” and other associated draft
documents. The Agreement documents listed Arnold, Martin, MIC,
and SIC collectively as “Sellers” and provided for the purchase
of any and all of Sellers’ distribution rights, “including but
not limited to supermarket and food service distribution rights,
if any” and their cancellation by the “Buyer”. On June 6, 1988,
Mr. Hewit replied to Mr. Oleson with a letter containing a number
of modifications to the proposed agreements, chief among which
was elimination of all references to Martin and MIC as parties to
the proposed sale so as not “to increase the risk that the 355
Exchange will be collapsed”. During the negotiations that
culminated in the signing on July 8 of a sale agreement between
Arnold and SIC as sellers and H�agen-Dazs as buyer, Mr. Hewit did
not draft his own version of the sale agreement; he made mark-ups
of his suggested changes and sent copies of the marked-up drafts
back to H�agen-Dazs.
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