Article

Note: Fifth Third Bank (Bank) issued a letter of intent to Great American Sports Complexes, LLC (Loan Applicant) agreeing to provide USD 40 million in funding and stating "that our approval for this funding is based upon issuance of a Letter of Credit ... [Loan Applicant] desiring to borrow such funds must obtain a Letter of Credit (LOC) from a domestic (U.S.) or international bank having offices in the U.S. or confirmed by a U.S. bank."

When Bank failed to fund the loan, Loan Applicant sued for breach of contract, unlawful interference with business opportunities, unjust enrichment, fraudulent misrepresentation, and negligent misrepresentation. The U.S. District Court for the Western District of Michigan, Southern Division, Bell, J. granted Bank's motion to dismiss due to Loan Applicant's failure to state a cause of action.

The Judge noted that Bank had made an offer which was revoked. However, even if a contract had been formed, the Judge stated that Loan Applicant's failure to "allege that it sought or obtained such a letter [of credit]", which was a condition precedent to any obligation to fund the loan, would have been fatal to its complaint that Bank breached that contract.

[JEB/med/mlm]

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