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On June 14, 1988, Beth L. Bronner, vice president for
strategic and business development for H�agen-Dazs, replied to
Mr. Hewit’s letter of June 6, stating that H�agen-Dazs had
“incorporated, where possible, the suggested changes in your
redraft and letter of June 6. However, many of the points in
your letter reflected a transaction materially different from
the one we believed we had negotiated with your clients”.
Ms. Bronner’s letter stated that H�agen-Dazs had incorporated
“your proposed exclusion of Martin Strassberg and * * * [MIC]
from the Purchase Agreement,” although it created “an important
issue with which we must deal” in light of H�agen-Dazs’ main
objective of obtaining “any and all distribution rights” of both
Arnold and Martin and their respective companies. Ms. Bronner
proposed to resolve this issue through a separate “side
agreement” in which Martin and MIC “would clearly acknowledge”
that all rights to distribute “H�agen-Dazs products have been
transferred to * * * [SIC] and that he * * * [Martin] claims no
rights to distribute H�agen-Dazs.”6
6 The record includes an “Agreement”, signed by Martin and
Ms. Bronner on behalf of MIC and H�agen-Dazs, respectively, on
July 8, 1988, that appears to be the contemplated “side
agreement” referred to by Ms. Bronner in her June 14 letter.
This agreement states that H�agen-Dazs and MIC would enter into
three distribution agreements upon the closing of the H�agen-Dazs
agreement with Arnold and SIC. The three distribution
agreements, which were signed July 22, 1988, provide MIC with
various rights to distribute certain H�agen-Dazs ice cream
products in specified convenience stores, delis, places where ice
cream is consumed on the premises, and other small independent
grocery stores in New Jersey and parts of New York.
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