ETP and Enterprise are two of the largest energy companies in the United States. In 2011, Enterprise approached ETP about potentially building an oil pipeline together. Before the project commenced, both parties signed three written agreements: a confidentiality agreement, a reimbursement agreement, and a letter agreement with a term sheet. Each agreement reiterated that neither party intended to be bound to proceed until each company’s board of directors had approved the execution of a formal contract. The parties formed an integrated team to pursue and market the new pipeline. Unbeknownst to ETP, however, Enterprise had been negotiating with a third party, Enbridge, to co-own a separate pipeline. Once these negotiations were complete, Enterprise formally ended its relationship with ETP. ETP sued, claiming that it and Enterprise had formed a partnership to “market and pursue” a pipeline through their conduct, and Enterprise had breached its duty of loyalty. Enterprise pointed to the language in each of its agreements with ETP holding that no partnership existed until each company’s board approved the final contract, which had not occurred. Can two parties agree that a partnership only exists under set conditions? Do you think a partnership existed here?