[brief] Appellee [...] is the record owner of the real property located at [...] (the “Property”).  (Da20).  On June 2, 2022, Plaintiff entered into a Purchase and Sale Agreement (the “PSA”) for the Property in the amount of $45,000,000.  (Da21).  Plaintiff terminated the PSA on November 29, 2022 due to its assertion that the Property’s value had been diminished.  (Da21).  On March 13, 2023, the MOU was executed.  (Da28 - 33).  The MOU recognized that the Property was owned by Appellee [...] and stated that its purpose “is to set forth the process by which [Plaintiff and its affiliates] shall become the one hundred percent (100%) owner of [Appellee [...]] with full management control over [Appellee [...]].” (Da28).  In exchange for obtaining ownership of the entity that owns the Property, for which Plaintiff was previously willing to pay $45,000,000, the only compensation that Plaintiff is required to pay under the express language of the MOU is the sum of $1.00.  *Id.* (Da28 - 33).  The MOU also provides for a “kicker” requiring Plaintiff to pay “$3,000,000 upon the granting of enforceable final zoning approvals equal to: (i) a minimum of 82.50 units per acre for the Property, or (ii) such other lesser minimum units per acre acceptable to [Plaintiff] in its sole discretion ….  *Id.*² (Da28 - 29).  The MOU does not provide for any payment, aside from $1.00, in the event Plaintiff obtains zoning approval for less than 82.50 units per acre and does not find, in its sole discretion, this less dense amount “acceptable. ”  *Id.* (Da28 – 33, 56).  Indeed, on June 13, 2023, Plaintiff’s counsel mailed a check “in the amount of $1.00 in full satisfaction of its obligations for acquisition of 100% of the member interests in [...]. ” (Da38-39).  The MOU also provides that Plaintiff will assume certain corporate debts.  (Da29, 32 – 33).  The MOU does not expressly mention indemnification of the [...] in connection with the corporate debts or any associated guarantees, such as the Guaranty Agreement executed by Appellant [...] (“[...]”) in connection with the promissory note (the “Note”) secured by a mortgage on the Property (the “Guaranty”).  (Da28 – 33, 87 - 106).  --- ²  The $3,000,000 payment would go down to $2,000,000 depending on the timing of the zoning approvals.  (Da28 - 29).  Critically, however, the MOU does provide:  “The transaction described herein shall be evidenced by an assignment of interests and an amendment of the LLC Agreement.  Closing shall take place within ten (10) days of the execution and delivery of a purchase and sale agreement, which the parties shall negotiate in good faith promptly upon execution hereof. ”  (Da29) (emphasis added).  As the [...]’ transactional counsel certified to the trial court, any such final agreement must ultimately deal with a multitude of issues:  If the mortgage will not be paid off, there needs to be: (a) an assumption of all obligations, (b) a release of the borrower and any guarantor, and (c) indemnification under which the guarantor will be saved from having to pay a deficiency judgment.  (Da108).  The crux of this appeal is that the good faith negotiation the MOU expressly contemplated never took place, making it impossible as a practical matter for the [...] to realize any benefit from the MOU.  B.