Thomas Pharma contracted in writing with Sam, a shareholder,…
Thomas Pharma contracted in writing with Sam, a shareholder, to purchase all of Sam’s stock at a specified price per share. The contract stated that Thomas Pharma’s commitment to buy was conditioned on its obtaining written approval of the contract from its parent company.Sam later changed her mind about the sale and refused to honor the contract on the ground that Thomas Pharma had neglected to obtain written approval by the parent company.The parent company’s chief executive officer, however, is prepared to testify that the parent company orally approved of the contract the day it was formed and would now provide written approval if requested to do so.If Thomas Pharma sues Sam for breach of contract, is Thomas Pharma likely to prevail?
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