JOHN WOOD GROUP USA, INC.; Wood Group Drilling & Production Services Ltd.;
and John Wood Group PLC, Appellants, v. ICO, INC., Appellee.
[Cite as John Wood Group USA, Inc. v. ICO, Inc., 26 S.W.3d 12]
Court of Appeals of Texas, Houston (1st Dist.).
March 9, 2000.
Rehearing Overruled Aug. 31, 2000.
David W. Holman, Kevin Dubose, Levon G. Hovnatanian, Jack O'Neill, Byron C.
Keeling, Molly Duson Naylor, Houston, for appellant.
D. Gibson Walton, Marie R. Yeates, Adam Schiffer, Karen B. Jewell, Sandra Garza
Rodriguez, Julie Plantes Woody, Houston, for appellee.
Panel consists of Chief Justice SCHNEIDER and Justices TAFT and PRICE.(fn*)
MICHAEL H. SCHNEIDER, Chief Justice.
The issue in this case is whether a letter agreement for the sale of millions of dollars
worth of corporate assets, which stated that the essential terms of the proposed sale were
"not binding," was unambiguous and nonbinding as a matter of law, or whether it
presented a jury question on the issue of the parties' intent to be bound. Because we hold
that there was no binding sale agreement as a matter of law, we reverse the judgment on
appellee's claim for breach of a sale agreement and remand its claim for liquidated
damages for further proceedings.
I. The proposed sale between the Wood Group and ICO
In 1993, appellee, ICO, Inc. ("ICO"), began to explore the possibility of purchasing
the assets of NDT(fn1) from NDT's parent companies, appellants, Wood Group Drilling
& Production Services, Ltd. and John Wood Group USA, Inc. (collectively, "the Wood
Group"). ICO believed that the acquisition of NDT, which manufactured pipe inspection
equipment, would make ICO a dominant player in the pipe inspection services industry.
At the same time, the Wood Group was in discussions with one of ICO's competitors,