In Arcadian Phosphates, Inc. v. Arcadian Corp., 884 F.2d 69, 72-3 (2nd Cir. 1989), the court concluded that the parties to a memorandum "agreement" concerning the sale of certain assets did not intend to be bound until execution of a formal agreement. The court reached this conclusion although the seller, who ultimately refused to consummate the transaction and disavowed existence of a binding contract, engaged in the following conduct after signing the memorandum agreement: obtained its board's approval of the "proposed agreement"; informed third-parties of an "agreed-upon" sale with a "signed agreement"; referred to the buyer as the "new owner"; took various steps to consummate the transaction; and referred to on-going "final" negotiations with an absolute closing date. See id. at 71.