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products”. Arnold then signed a shareholder’s resolution to
authorize SIC to enter into negotiations with H�agen-Dazs. In an
undated memorandum, Arnold disclosed his customer list to H�agen-
Dazs, most likely in response to a June 30 letter from
Ms. Bronner.
In a letter to Mr. Hewit, dated July 1, 1988, Richard
Wegener, a Pillsbury attorney, summarized changes made “to the
various distributor agreements” pursuant to negotiations that had
taken place the previous week. Mr. Wegener stated that, in the
wake of those negotiations, H�agen-Dazs “clearly * * * [had its]
work cut out concerning the financial issues raised by Section
4.5 of the proposed agreement.” Mr. Wegener exhorted Arnold “to
get out * * * on the table” all relevant information required to
complete that section, which was a warranty and representation by
Arnold and SIC concerning sales of H�agen-Dazs ice cream products
to supermarkets by MIC and SIC for the period of June 1, 1987, to
May 31, 1988. On July 5, 1988, Mr. Hewit sent Ms. Bronner
documentation of the sales to supermarkets for the 12-month
period ending May 31, 1988. On July 7, 1988, Mr. Oleson wrote
Mr. Hewit a letter asking whether H�agen-Dazs’ refusal to agree
to deposit money in escrow on signing the purchase agreement
would be a “deal breaker” that would require cancellation of this
planned July 8 meeting to sign the agreeement. He also expressed
optimism that the deal would be signed.
On July 8, 1988, Arnold, individually, and as president of
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