This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2000).
STATE OF MINNESOTA
IN COURT OF APPEALS
Philip E. Moody, et al.,
Citizens State Bank,
Watonwan County District Court
File No. C600190
Richard E. Bosse, 303 Douglas Avenue, P.O. Box 315, Henning, MN 56551 (for appellants)
Jeff C. Braegelmann, Alex W. Russell, Gislason & Hunter LLP, 2700 South Broadway, P.O. Box 458, New Ulm, MN 56073-0458 (for respondent)
Considered and decided by Anderson, Presiding Judge, Lansing, Judge, and Kalitowski, Judge.
U N P U B L I S H E D O P I N I O N
Appellants Phillip and Wanita Moody sued respondent Citizens State Bank alleging promissory estoppel based on the bank’s refusal to (1) finance their purchase of a deceased partner’s real estate interest; and (2) grant an operating loan for the continued operation of their farm. Appellants contend the district court erred by granting summary judgment in favor of respondent, arguing that sufficient evidence exists for a jury to decide whether the elements of promissory estoppel were met. Because the district court properly concluded that appellants failed to establish that respondent made a clear and definite promise, we affirm.
On appeal from summary judgment, this court considers whether there are any genuine issues of material fact and whether the district court erred in its application of the law. State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990). The district court shall grant a motion for summary judgment when the record establishes that no genuine issue of material fact exists and that either party is entitled to a judgment as a matter of law. Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993). The reviewing court views the evidence in the light most favorable to the nonmoving party. Id. But “[w]here the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party,” no genuine issue of material fact exists. DLH, Inc. v. Russ, 566 N.W.2d 60, 69 (Minn. 1997) (quotation omitted).
Appellants argue that they presented sufficient evidence for a jury to decide the elements of promissory estoppel. We disagree.
“Promissory estoppel is an equitable doctrine that impl[ies] a contract in law where none exists in fact.” Martens v. Minn. Min. & Mfg. Co., 616 N.W.2d 732, 746 (Minn. 2000) (quotation omitted). Application of promissory estoppel requires a showing that (1) there was a clear and definite promise; (2) the promisor intended to induce reliance and such reliance occurred; and (3) the promise must be enforced to prevent injustice. Olson v. Synergistic Techs. Bus. Sys. Inc., 628 N.W.2d 142, 152 (Minn. 2001).
The district court found that no material fact existed because appellants had not established that respondent made a clear and definite promise to either finance the deceased partner’s real estate interest or to grant an operating loan. The court noted that Philip Moody’s deposition only established respondent’s vague and general desire to continue the business relationship, that Moody admitted he did not recall any specific promise made regarding the operating loan, and that the real estate loan was contingent on respondent verifying appellants’ financial situation.
The record supports the district court’s conclusion that as a matter of law appellants failed to establish a clear and definite promise. In his affidavit, Moody asserted that respondent’s officer “assured and promised” him “on many occasions” that respondent would
continue to finance the farm operation and fund him in the purchase of his partner’s interest in the real estate property of the partnership and the other partnership property.
In his deposition, Moody stated that respondent promised that the operating loan “would always continue [at] the scale that it was.” But Moody could not remember if respondent promised that the operating loan for 1994 would be $175,000. Moody asserted that he expected the $175,000 to continue because he had received this amount in prior years. But Moody received operating loans from respondent beginning in 1986, and the amounts varied, ranging from $80,000 or $90,000 to $175,000. Moreover, with respect to the real estate loan, Moody’s sister, who accompanied him to a meeting at the bank in 1994, stated that the bank officer told them that
we have paid off part of this estate and there isn’t any reason that we shouldn’t continue. There isn’t any reason that we shouldn’t pay it. The operation is going well. * * * I do need to run a current cash flow analysis.
Appellants cite Norwest Bank Minnesota N.A. v. Midwestern Mach. Co., 481 N.W.2d 875 (Minn. App. 1992), review denied (Minn. May 15, 1992), to support their position that a clear and definite promise was made. In Norwest Bank, this court reversed the district court’s grant of summary judgment in favor of the bank where the plaintiff alleged promissory estoppel. Id. at 881. But Norwest Bank involved an alleged promise to indefinitely extend the plaintiff a $5,000,000 line of credit that had been in place for several years. Id. at 880. Unlike Norwest Bank, this case does not involve a continuing line of credit. It is undisputed that respondent did not commit to a specified amount on either the real estate loan or the operating loan and that the parties had not agreed to the specific terms of the loans. At the time of respondent’s alleged promise to grant the real estate loan, the district court, in a separate proceeding, had not yet determined the value of the deceased partner’s real estate. With respect to appellants’ operating loans, the record shows that the amount varied from year to year and was established annually. Thus, this was not a line of credit for a specified sum with predetermined terms as in Norwest Bank.
Considering the evidence as a whole, appellant has not established that the bank made promises regarding either the operating loan or the real estate loan. And no “rational trier of fact” could find for appellants on this element. See DLH, 566 N.W.2d at 69 (where record could not lead rational trier of fact to find for nonmoving party, no genuine issue of material fact exists). Because appellants have not established a promise, summary judgment for respondent was proper.
Because there was no clear and definite promise, we need not consider whether appellants have established reliance and whether enforcement of the promise is necessary to avoid injustice. But we note that we agree with the district court’s determination that the interests of justice do not support enforcement of the alleged promise because the alleged promises were vague and conclusory, contained only a principal range amount but no interest rate, repayment schedule, or security, and the fact-finder would improperly be asked to create the terms of the agreement. See Faimon v. Winona State Univ., 540 N.W.2d 879, 883 (Minn. App. 1995) (recognizing that whether enforcement of promise is necessary to avoid injustice is generally question of law for court), review denied (Minn. Feb. 9, 1996).
Finally, having concluded that the district court did not err by granting summary judgment in favor of respondent, we do not address respondent’s alternative arguments.