abc food corporation a food company with annual sales of more than 1 billion operated a paper division that supplied abc with packaging for its food products/

Newcorp, Inc. is a newly formed corporation with two shareholders who have experience in the timber industry. Those two shareholders also jointly own Lumber Corporation, which operates two lumber mills in the state of Washington. Newcorp was formed specifically to acquire the assets of ABC’s paper division. On February 1, 2008, ABC and Newcorp signed a letter of intent specifying a closing no later than July 1, 2008, subject to Newcorp obtaining satisfactory financing. The letter of intent provided that ABC and Newcorp would enter into a long-term contract whereby Newcorp would supply specified quantities of paper packaging to ABC.