After all is said and done, the two parties never signed a final contract. I don’t get it-- If I were negotiating to purchase a Bugatti, and borrowed the car for the weekend, and let the salesman buy me lunch, and promised the dealer things looked great and I was sure I’d find the financing to sign the deal…. But never actually, really, in fact bought it.... What chances do you think the dealer would have in court arguing that I had lead them to believe I was “going to” buy it. I mean really, either you say “I DO”, or you run from the alter. Buying a white dress doesn’t a marriage make.
The fact that Parsons pulled that “Promissory Estoppel” out of the back of the closet proves it. If SIGA really, truly owed PIP anything, do you think Parsons would have crafted that circular nonsense? Why would he?
Because it was not clear he could use the remedy of expectation damages under breach of obligation to negotiate in good faith. Note Delaware Supreme Court's language in that regard (p36) "Our decision in Titan Investments leaves open the question of whether expectation damages are available where the trial judge makes a factual finding that the parties would have reached agreement but for the defendant’s breach. In fashioning his remedy, the Vice Chancellor noted the lack of consensus."