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finding vague statements do not amount to the sufficient level of a promise that is required under the standard of detrimental reliance
Summary of this case from Ryan v. Nat'l Football League, Inc.Opinion
CIVIL ACTION NO. 01-3777, SECT. `T'(5)
March 21, 2003
ORDER AND REASONS
Before this Court is a Motion for Summary Judgment [Doc. 24], filed by the Defendants, Bryan Foods, Inc., (`Bryan'). The Court granted leave to Plaintiff, Starco Meats, Inc. (`Starco'), to file an opposition to the current motion, and said opposition was received on February 24, 2003. The parties waived oral argument and the matter was taken under submission on February 26, 2003. The Court, having considered the arguments of the parties, the Court record, the law and applicable jurisprudence, is fully advised in the premises and ready to rule.
I. PROCEDURE AND BACKGROUND
Starco is the former owner and operator of two Louisiana meat processing facilities, located in Denham Springs, Louisiana, and Amite, Louisiana. Starco sold its processing facilities to Louisiana-based Manda Meat Company (`Manda') in 2001. During its period of operation, Starco produced various meat products which it sold under its own label, "Four Star," and also to other meat packing companies under those companies' labels. Bryan is based in West Point, Mississippi, and produces and sells various food products, including deli meats. Bryan is a wholly owned subsidiary of Sara Lee Corporation (`Sara Lee'), and has remained in that capacity since 1968. Bryan is one of several companies which purchased Starco products.
The principals of Starco are Anthony V. Graphia, Mickey S. Graphia, and Russell Autin. See Deposition of Russell Autin, Exhibit A, Motion for Summary Judgment; Deposition of Mickey S. Graphia, Exhibit B, Motion for Summary Judgment; Deposition of Anthony V. Graphia, Exhibit C, Motion for Summary Judgment.
Bryan and Starco began a business relationship in the late 1980's and that relationship continued until Bryan terminated the relationship in 2001. In 1992, Starco requested that Bryan enter into a written business agreement. The agreement, which contained provisions for fixed quantity purchases, contained a 12-month term plus a 12-month renewable term. Bryan chose not to execute this agreement, and in its stead, proposed their own business agreement on October 29, 1992. The Bryan agreement contained similar fixed quantity purchase provisions as well as a 12-month term plus three 12-month renewal options. Eight months later, Starco responded with a counteroffer business agreement which contained no renewal terms, and varied significantly in the quantity of meat products involved.
Exhibit E, Motion for Summary Judgment, May 5, 1992.
Exhibit F, Motion for Summary Judgment, October 29, 1992.
Exhibit G, Motion for Summary Judgment, June 1993.
In 1993, Starco and Bryan ended their negotiations for a written business agreement. While the parties never agreed to terms, the parties continued to do business on an individual order basis. These relationships were not governed by a controlling agreement. Both Starco and Bryan admit that the parties did not have any verbal agreement as to the term of months or years that Bryan would purchase Starco goods.
Exhibit B, Motion for Summary Judgment, p. 30:18-23.
Id. pp. 37:12-25, 38:1.
Subsequently, in 1995, Bryan and Starco met to discuss the business relationship of the parties. In June, 1995, Russell Autin and Anthony V. Graphia traveled to Bryan's headquarters to meet with Bryan representatives (hereafter known as the `West Point' meetings). According to Starco's version of the events of the meeting, the parties discussed Starco's plans to expand its Amite, Louisiana, facility. Starco contends that its principals asked the Bryan CEO, Lee Kramer, to give Plaintiff assurances with respect to the future of their business relationship. Starco representatives claim that Kramer assured them of their relationship with Bryan by responding by one account, "[g]o ahead with your expansion, we'll be here," and by another, "[a]ll I can tell you is that we're here to stay. I would go forward." Although Starco officials claim that they expressed gathering assurances for a `long-term' relationship between Starco and Bryan, Starco admits that no one at the West Point meetings established what was meant by the term `long-term.'
Exhibit A, pp. 36:22-25, 37:1-10; Exhibit C, p. 27:3-11.
For purposes of this Motion for Summary Judgment only, Bryan adopts Starco's version of the events that transpired between Starco and Bryan. Bryan avers that even if this Court accepts as true Starco's version of the facts, summary judgment is, nevertheless, proper, as even under that version of the facts, Starco has failed to state a valid cause of action for detrimental reliance. See Motion for Summary Judgment, p. 4, n. 15.
Exhibit A, p. 40:20-25; Exhibit C, p. 28:8-14; Exhibit J, Motion for Summary Judgment, Deposition of Judy Bryan Mello, pp. 23:13-24, 24:1-2.
Exhibit C, p. 28:19-23.
Exhibit A, p. 41:1-7.
Following the meeting with Bryan officers, Starco met with its bankers and proceeded to secure financing for a plant expansion. During these meetings, Starco did not represent to any of the bankers that Bryan had committed to any sort of long commitment; Starco's bankers did not request any sort of guarantee from Bryan as to the additional financing. Starco borrowed a total of approximately $1,500,000 (ONE MILLION FIVE HUNDRED THOUSAND DOLLARS), to finance the expansion of the plant. Starco completed these modifications in 1996.
Exhibit B, pp. 73:1-4, 9-20.
In 2000, Bryan began to explore alternative supply contracts for its meats. As a result, Bryan decided that it could purchase foods from its sister company, Bil-Mar Foods, for cheaper prices than it could from Starco. Later in 2000, Bryan informed Starco that Bryan would cease purchasing Starco-manufactured products that year. Gradually, Bryan purchased less quantities of meat products from Starco; however, Bryan proposed the option to Starco to produce other Bryan-labeled products. Starco refused this option. The companies continued to do business through January 25, 2001.
Exhibit I, Motion for Summary Judgment, Deposition of Lee Kramer, pp. 11:1-2, 13:21-22, 15:15-23.
Exhibit C, p. 76:16-24.
Starco filed the immediate suit against Bryan, seeking to recover lost profits and damages attributable to lost company value which allegedly resulted from Bryan's termination of the parties' business together. Starco alleges that as a result of Bryan's decision to cease business with Starco, the latter was forced to lay off workers and sell its business infrastructure to another meat company. This sale allegedly resulted in a loss. As a basis for their claims, Starco has claimed detrimental reliance in that it relied on the statements of Bryan CEO Lee Kramer's statements at the 1995 meetings between the two parties. Starco claims that these statements led Starco to pursue plans to expand and upgrade its manufacturing facilities, to secure financing for these expansions, and ultimately led to the loss and sale of their business. Bryan counters by stating that the facts, even taken in a light most favorable to the Plaintiff, Starco cannot maintain a claim for detrimental reliance.
II. ARGUMENTS OF THE PARTIES
A. Arguments of the Defendant in favor of summary judgment
Bryan claims that the facts, even if taken in a light most favorable to the plaintiff, do not lead to a claim for detrimental reliance. The movant provides two primary claims. First, Starco cannot prove that Bryan promised to continue buying Starco products for any specific amount of time. Without the existence of a promise, Bryan argues, the mere assumptions of Starco executives does not amount to the standard for detrimental reliance. Bryan asserts that while Starco claims that Bryan represented that it would continue the parties' co-packing agreement on a `long-term' basis, which Starco considered to be anywhere from 10 to 20 years, Starco admits that they never communicated its broad definition of `long-term' to any Bryan representative. Defendant asserts that any alleged statements, which Starco claims were made to its representatives by Bryan executives, amount to nothing more than mere assumptions. Defendant maintains that deposition testimony from Starco executives reveals unequivocally that Bryan did not promise Starco that Bryan would purchase Starco products for any defined number of years. Second, Starco's reliance on Kramer's alleged representation was not reasonable under the circumstances. Defendant argues that "even if the Court were to find that an issue of fact exists on the `promise element', Starco's detrimental reliance claim also fails for the independent reason that Starco's reliance upon any such promise was unreasonable under the circumstances." Bryan asserts that any such assumptions made by Starco executives that any unwritten business agreement would continue for `10 to 20 years' are unfounded due to the fact that the longest written business agreement that Bryan had ever attempted to negotiate with Starco was only for a guarantee of a 12 month term; therefore, for Starco executives to claim that a long-term promise was in order is untenable. For the purposes of this Motion for Summary Judgment only, Bryan has adopted Starco's version of the factual events that transpired between Bryan and Starco. Bryan avers that even if this Court accepts as true Starco's version of the facts, summary judgment is, nevertheless, proper, as even under that version of the facts, Starco has failed to state a valid cause of action for detrimental reliance.
Motion for Summary Judgment, p. 12.
Motion for Summary Judgment, p. 13.
Motion for Summary Judgment, p. 4, n. 15.
B. Arguments of the Plaintiff in opposition to summary judgment
Starco argues that the defendant cannot prevail under summary judgment. Plaintiff maintains that under federal jurisprudence, a claim of detrimental reliance claim "must be analyzed in the factual context from which it arose." Clark v. America's Favorite Chicken Co., 916 F. Supp. 586, 591 (E.D.La. 1996), aff'd, 110 F.3d 295 (5th Cir. 1997). As such, Starco argues that there exists a factual question regarding several statements that the Plaintiff maintains were made during meetings with the Defendant. Plaintiff also states that during the meetings, the two parties had differing ideas in regards to the time period represented by the parties during the deliberations. Furthermore, Plaintiff states that since the Defendant, for purposes of this motions, has adopted Starco's version of the events, how can it be argued that as a matter of law, Starco's reliance upon such representations by the expansion of its plant and procurement of additional equipment was not reasonable.
Opposition to Motion for Summary Judgment, p. 4.
III. LAW AND ANALYSIS
A. Law on Motion for Summary Judgment:
The Federal Rules of Civil Procedure provide that summary judgment should be granted only "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." FED. R. CIV. P. 56©). The party moving for summary judgment bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of the record which it believes demonstrate the absence of a genuine issue of material fact. Stults v. Conoco, Inc., 76 F.3d 651, 655-56 (5th Cir. 1996) (citing Skotak v. Tenneco Resins, Inc., 953 F.2d 909, 912-13 (5th Cir.) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986)), cert. denied, 506 U.S. 832 (1992)). When the moving party has carried its burden under Rule 56 ©)), its opponent must do more than simply show that there is some metaphysical doubt as to the material facts. The nonmoving party must come forward with "specific facts showing that there is a genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (emphasis supplied); Tubacex, Inc. v. M/V RISAN, 45 F.3d 951, 954 (5th Cir. 1995).
Thus, where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no "genuine issue for trial." Matsushita Elec. Indus. Co., 475 U.S. at 588. Finally, the Court notes that substantive law determines the materiality of facts and only "facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).
"A dispute about a material fact is `genuine' . . . if the evidence is such that a reasonable jury could return a verdict for the non-moving party." Skotak, 953 F.2d at 913, citing Anderson, 477 U.S. at 248.
B. Detrimental Reliance under Louisiana Law
Under Louisiana law, article 1967 of the Louisiana Civil Code provides the basis for detrimental reliance. La.C.C. art. 1967 changed Louisiana law by incorporating detrimental reliance as a basis for the enforceability of obligations. La.C.C. art. 1967, comment (a); Kethley v. Draughon Business College, 535 So.2d 502 (La.App. 2d Cir. 1988). The doctrine of detrimental reliance was codified in 1985, but it is not actually new in Louisiana. Our courts have long recognized the German theory of culpa in contrahendo, which permits a plaintiff to recover damages which result from his change of position caused by reliance upon an unenforceable contract. See Note, Obligations — Measure of Recovery for Change of Position Under Unenforceable Contract — Culpa in Contrahendo, 25 Tul.L.Rev. 133 (1950), and cases cited therein; Morris v. People's Bank Trust Co., 580 So.2d 1029, 1033-34 (La.App. 3d Cir. 1991). The language of Article 1967 indicates that a cause of action for detrimental reliance will arise primarily under contract law. "[I]ts principal utility will be in handling defective contracts. These agreements are not legal contracts because one of the elements of contracts is missing — capacity, consent, cause, or object — or because they violate a law of public policy." A Student Symposium, The 1984 Revision of the Louisiana Civil Code's Articles on Obligations: Detrimental Reliance, 45 La.L.Rev. 747, 767 (1985).
Under Article 1967, a promise becomes an enforceable obligation when it is made in a manner that induces the other party to rely on it to his detriment. La.C.C. art. 1967, comment (d). The court may grant either specific performance or damages to the disappointed promisee. In order to maintain a claim for detrimental reliance, a plaintiff must prove all of the following:
(1) the defendant made a promise or representation to the plaintiff;
(2) the defendant knew or should have known that the plaintiff would rely on the promise;
(3) the plaintiff actually relied on that promise, to his or her detriment; and,
(4) it was reasonable for the plaintiff to rely upon the defendant's promise.Morris, 580 So.2d at 1033-34. See also, Percy Matherne Contractor, Inc. v. Grinnell Fire Protection Systems Co., 915 F. Supp. 818, 824 (M.D.La. 1995); Oliver v. Central Bank, 26, 932 (La.App. 2 Cir. 05/10/95), 1995 WL 319862; see also La.C.C. art. 1967 (providing in last sentence that "[r]eliance on a gratuitous promise made without required formalities is not Reasonable.") JCD Marketing Company v. Bass Hotels and Resorts, Inc., 812 So.2d 834, 2001-1096 (La.App. 4 Cir. 3/6/02).
In Morris, the Court wrote:
The basis of detrimental reliance is not the intent to be bound, since detrimental reliance is not really contractual in nature. It is based on the idea that a person should not harm another person by making promises that he will not keep. The question is not whether the promisor really intended to perform what he promised, rather it is whether the promise was made in such a manner that the promisor knew or should have known that the promisee would rely upon it, and if so, whether the promisee has in fact reasonably relied upon the promise and been damaged thereby. When the promisee can prove all of these elements he has shown that the promisor has dealt him an injustice, and the court should be free to remedy the injustice suffered by the promisee.580 So.2d at 1036.
Detrimental reliance is designed to prevent injustice by barring a party from taking a position contrary to his prior acts, admissions, representations, or silence. Orr v. Bancroft Bag Co., 29, 046 (La.App. 2d Cir. 01/29/03) 687 So.2d 1068. Statute giving rise to cause of action for detrimental reliance does not require the existence of a formal, valid, or enforceable contract; existence of a promise, and reasonable detrimental reliance in that promise, are the only requirements. La.C.C. art. 1967; see also, Percy Matherne Contractor, Inc., 915 F. Supp. at 824.
Detrimental reliance is not favored in our law and is sparingly applied as it bars the normal assertion of rights otherwise present. Maddox v. Keen, 33,072 (La.App. 2 Cir. 4/7/00), 756 So.2d 1279, and citations therein. The doctrine applies only to misrepresentation of fact. Morris v. Friedman, supra; Barnett v. Board of Trustees, 00-1041 (La.App. 1 Cir. 6/22/01), 809 So.2d 184.
C. Court's Analysis
It stands without argument that there was no written agreement between Bryan and Starco involving the sale and supply of meat products. The two parties tried, unsuccessfully, for many years to engage each other into a contract for a specified fixed term; however, counteroffer after counteroffer led the parties to cease discussions about a fixed term agreement. As such, the parties continued to pursue a business relationship as they had in the past, on an order by order scenario. Under Louisiana jurisprudence, a written contract is not needed for a successful claim for detrimental reliance, Percy Matherne Contractor, Inc., 915 F. Supp. at 824, and it is this Court's opinion that the plaintiff's claim for detrimental reliance does not fail on account of the want of a written contract; however, certain criteria must be met in order to be successful on such a claim, and it is this Court's opinion, that under the criteria articulated by statute as well as by jurisprudence, that the Plaintiff's claims do not meet the standard and must ultimately be dismissed. Therefore, this Court grants the Defendant's Motion for Summary Judgment.
Under the first prong of analysis of a claim for detrimental reliance, a plaintiff must prove that the defendant made a promise or representation to the plaintiff. Morris, 580 So.2d at 1033-34. When conducting an analysis under this prong of the standard for detrimental reliance, the difficult part of the analysis is whether or not to provide a broad interpretation of `promise' or `representation' as provided for in the statute and in jurisprudence as well. At issue here is whether or not Bryan CEO, Lee Kramer, made certain statements at a meeting between Bryan and Starco in 1995. Starco alleges that, during meetings to discuss the future business relationship between the two parties, Kramer assured them of their relationship with Bryan by responding by one account, "[g]o ahead with your expansion, we'll be here," and by another, "[a]ll I can tell you is that we're here to stay. I would go forward." At the time, Starco was interested in upgrading and expanding their facility in Amite, Louisiana.
Exhibit C, p. 28:19-23.
Exhibit A, p. 41:1-7.
Exhibit A, p. 28:2-23. In the Mid-90's, Starco was interested in expanding the plant due to the tonnage requirements that Bryan was ordering. Their current facilities could not provide adequate capacity for growing Bryan products demands.
At the West Point meetings, Starco alleges that it described its desire to obtain `long-term assurances' from Bryan as to a future relationship. While Starco officials referred to `long-term' relations, it is important to acknowledge that no Bryan officials used that language. Starco officials were the only ones that used that language. Starco sought something that would assist them in evaluating what course of action that they should pursue in order to meet Bryan's increasing order demands; however, none of Starco's principles agree on what the `long-term' means, nor did they discuss the meaning of the term at the West Point meetings. In deposition testimony, the three principles of Starco all had different ideas of what a long-term assurance could mean with varying answers of `10 years', `10 to 15 years', and `15 to 20 years.' The Court agrees with the assertions of the Defendant that deposition evidence points out that Starco assumed the existence of a long-term relationship. As Anthony Graphia, Sr. stated, he [Graphia, Sr.] "didn't exactly ask [Kramer] for a number of years[s] commitment, but we [Starco] just assumed that it was." Likewise, Graphia, Jr. stated that: "I never really gave it much thought about an exact amount of time . . . just in my mind, they would be buying from us for years to come." The Court finds it difficult to rationalize the claims of Starco as to the meeting on several levels. First, the Court wonders that if the purpose of the meeting, called by Starco officials, was really to gain assurances for a large expansion of the Amite facility, why did Starco not come away from the meeting with anything other than a vague statement. Starco emerged from the meeting without any sort of solid guarantee as to the relationship between the two parties. More importantly, this Court finds that the alleged statements of Lee Kramer, Bryan CEO, do not amount to the sufficient level of a promise that is required under the standard of detrimental reliance. Although this Court believes that the hypothetical interpretations of the alleged statements, presented by Bryan in their motion, are not accurate in their depiction, Starco cannot provide this Court with any interpretation of the alleged statements which would logically lead the Court to believe that Bryan would have obligated itself to an extended term relationship under the statements as depicted in deposition testimony. Other than the alleged statements, which are sufficiently vague, Starco cannot point to any evidence that proves to this Court that Bryan made a promise sufficient enough to warrant a claim for detrimental reliance.
Exhibit B, p. 63:3-17.
Exhibit A, p. 42:14-20; Exhibit C, pp. 42:18-23. 53:7-25. 54:1-11.
Exhibit A, p. 43:3-11; Exhibit C, p. 53:7-11; Exhibit B, pp. 63:18-25, 64:1-9, 98:13-24.
Exhibit C, p. 71:8-10.
Exhibit B, pp. 98:17-18, 98:22-23.
Exhibit A, p. 27:19.
In this Court's opinion, Starco had no guarantees from Bryan that they would be engaged with Starco in any on-going relationship, much less for an extended period of time such as 10 years. In the early 1990's, the two parties discussed engaging in a contract for a fixed term. The longest term that was ever contemplated in any of the offers or counteroffers was 12 months. While several of the counteroffers contained provisions for 3 option terms worth 12 months each, the fixed term of the counteroffers was 12 months. The West Point meetings took place in 1995; Bryan decided to discontinue purchasing meet from Starco in 2000. That is a five year period where Bryan continued to purchase meat products from Starco. In deposition testimony, Anthony Graphia, Sr. stated that when Bryan chose to discontinue purchasing meat from Starco, it broke any agreement that was in place. The only problem with Mr. Graphia's position is that the Court cannot find any agreement that would govern the business dealings between the two parties. In deposition questioning by counsel for Bryan, Graphia, states:
Q: Okay. Now, when you say `long-term' from `95 to 2000, Bryan kept its commitment, correct?
Exhibit C, pp. 72:5-25, 73:1-8.
A: Yes.
Q: In 2000, it broke its commitment, in your opinion, right?
A: Right.
Q: So how many years is "long-term" in your estimation?
A: I think that we have got that on record as me saying ten to fifteen years . . .
Q: My question is, you didn't communicate that thought of yours to Bryan that it should be ten to fifteen years as opposed to, say, four or five years?
A: No.
If Starco left the West Point meetings and wanted `long-term' assurances, the statements that Lee Kramer allegedly made do not suffice for a claim of detrimental reliance when the only prior existing relationship that had existed between the two parties was on an order-by-order basis, and the only contract negotiations that the two parties had ever engaged in was for a fixed term of 12 months. In reality, their business dealings continued for FIVE YEARS subsequent to the West Point meetings. Graphia's assertion that Bryan broke its commitment simply when it made the decision to discontinue its practice of purchasing meat from Starco is unreasonable and goes against the principles of market economies. This Court is not in a position where it will tell a party that it must continue to purchase goods from another party when there is no governing contract on which to enforce specific performance, and the position taken by the claimant is unreasonable. Such a claim under an analysis for detrimental reliance fails.
Such an argument parallels Louisiana's employment laws. Louisiana law provides for two types of employment situations: (1) the terminable at-will contract, and (2) the limited duration contract. Nicholas v. Allstate Ins. Co., 30, 735 (La.App. 2d Cir. 5/28/99), 739 So.2d 830, rev'd on other grounds at 99-2522 (La. 8/31/00), 765 So.2d 1017; Deus v. Allstate Ins. Co., 15 F.3d 506 (5th Cir. 1994), cert. denied, 513 U.S. 1014, 115 S.Ct. 573, 130 L.Ed.2d 490 (1994). Absent a specific contract or agreement establishing a fixed term of employment, an employer is at liberty to dismiss an employee at any time for any reason without incurring liability for the discharge. Deus, supra; Williams v. Delta Haven, Inc., 416 So.2d 637 (La.App. 2d Cir. 1982). The existing relationship between Bryan and Starco had neither a specific contract nor an agreement establishing a fixed term of engagement.
The purpose of this Court is not to re-examine the business dealings of Bryan and substitute its business judgment for the defendant. When Starco left the meetings without any firm promise from Bryan as to any temporal term of ongoing business dealings, Starco, in essence, left itself exposed to a change in the business relationship. Bryan continued to use Starco as a supplier of packed meat products for five years subsequent to the West Point meetings; however, the parties were not governed by a contract; the parties were not governed by the vague statements allegedly made by Kramer at the West Point meetings. This Court finds that the parties were not governed by any type of obligation that arose due to the alleged oral statements of Lee Kramer. Even assuming that Kramer did make the statements, it seems unreasonable to this Court that, in a business relationship which had never been conducted in anything other than short-term arrangements, the Starco executives would borrow monies without any type of ongoing written agreement that would obligate the two parties to conduct business for a term that might leave Starco unexposed to changing business patterns.
In the current matter, it appears to this Court that Bryan simply made a strategic business decision to change suppliers. It is not the role of this Court to provide a remedy, under a claim of detrimental reliance, to a jilted party when a business relationship breaks down under an environment that is not any different than the previous dealings between the parties. Detrimental reliance is designed to prevent injustice by barring a party from taking a position contrary to his prior acts, admissions, representations, or silence. Orr, 687 So.2d 1068. The operating environment between the two parties had always been short term. The parties attempted to engage in contracts for fixed, 12 month, periods of time, but the parties never established an agreement. There is no evidence that the parties were engaged in any type of joint venture; there is no evidence that Starco ever asked Bryan to be a surety or co-obligor of the debt that would eventually be secured to pay for the expansion of the Amite plant; there is no evidence that the parties contemplated detailed discussions that involved each party's responsibilities. The parties never contemplated a business engagement anywhere approaching five or more years. The actions of Bryan are not inconsistent with any of their previous actions during the business relationship with Starco. Simply put, the assumptions made by Starco are unreasonable under the current scenario.
As both parties asserted support for their arguments under Stokes v. Georgia-Pacific Corp, 894 F.2d 764 (5th Cir. 1990), the Court will now engage those arguments. In Stokes, the Fifth Circuit Court of Appeals held in favor of a supplier in a detrimental reliance which has extremely similar facts when compared to the immediate set of facts; however, Stokes contains facts which differentiate it from the immediate matter. Stokes, a supplier of wood chips to Georgia-Pacific, was producing a certain quantity of wood chips when Georgia-Pacific developed an increased demand. Discussion of Geogia-Pacific's needs were had, much as occurred in this case, with Stokes understanding that if he committed his resources to a larger wood chipper, Georgia-Pacific would purchase chips from him for a term consistent with the nature of his commitment to them. There was significant disagreement as to what was stated at the meeting discussing the relationship between the two parties, and thereafter, Stokes brought his detrimental reliance claim when Georgia-Pacific stopped doing business with him.
The facts which set Stokes apart from the relationship between Bryan and Starco are several: (1) Stokes was able to demonstrate that he had purchased a substantial piece of equipment only after Geogia-Pacific actually "executed a guaranty to secure part of the debt they incurred in purchasing the big chipper;" and (2) Georgia-Pacific also "presented to [Stokes'] bank a written schedule detailing the method and amount of payment" agreed to by it and Stokes on the guaranty. Id. The Fifth Circuit identified those specific affirmative actions, on the part of the defendant, as giving sufficient notice and confidence to Stokes in the transaction. Id. The actions in Stokes act a dispositive influence on the relief sought by Starco, and act to highlight the unreasonableness of the assumptions of Starco and its executives. Starco did not provide Bryan with a detailed plan for the expansion of the plant, a specific time frame for the expansion of the plant, an engagement letter for a fixed term contract, nor a time frame coupled with the specific volume of product it would have to produce in normal operations in order for the expansion to remain economically viable. The facts in Stokes stand in sharp contrast to the facts asserted by Starco. Because Starco admits that Bryan took no affirmative action with respect to its alleged promise, there are insufficient facts in this case, to give Starco, or any other reasonable person, confidence that Bryan's alleged statements amount to a `promise.'
Exhibit A, pp. 42:8-16, 43:23-25, 44:3-11; Exhibit C, p. 36:6-14; Exhibit B, p. 58:9-18.
Accordingly,
IT IS ORDERED that the Defendant's Motion for Summary Judgment, be and the same is hereby GRANTED.