in resolving the scope of a preliminary agreement, we “must be particularly careful to avoid imposing liability where binding obligation was not intended,” and we must be mindful of the “strong presumption against finding binding obligation in agreements which include open terms, call for future approvals and expressly anticipate future preparation and execution of contract documents.” Teachers Ins. Annuity Ass’n of Am. v. Tribune Co., 670 F.Supp. 491, 499 (S.D.N.Y.1987); see also Adjustrite, 145 F.3d at 549. In this case, as in Adjustrite, the relevant contractual document does not expressly state that it was a binding agreement. Accordingly, this factor, which is undoubtedly the “ ‘most important,’ ” fa vors Defendant-Appellees. See id.; cf. Tribune Co., 670 F.Supp. at 494 (<HOLDING>). Further, although the parties have produced
holding that agreement did not constitute a binding preliminary agreement to negotiate in good faith a mortgage contract holding that the government was bound by an agreement it treated as binding although it preceded the formal plea agreement holding that an arbitration agreement is separable from the underlying agreement holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement holding the following express language binding upon receipt  of an accepted counterpart of this letter our agreement to purchase from you and your agreement to issue sell and deliver to us  the captioned securities shall become a binding agreement between us emphasis added