The Court in LSVC Holdings, LLC v. Vestcom Parent Holdings, Inc., C.A. No. 8424-VCMR, rejected the buyer’s interpretation of a provision in a stock purchase agreement that would have ignored seller’s rejection of such terms contained in drafts of the agreement. In addition to the importance of the parties’ drafting history, the decision illustrates the challenges presented when parties have to address in detail the general understanding of the parties as set forth in a letter of intent.

BOTTOM LINE: Think twice before you throw out drafts of agreements exchanged with the other party!