This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (1994).

STATE OF MINNESOTA
IN COURT OF APPEALS
C0-96-465 


Creation Production Services, Inc., et al.,
Appellants,

vs.

Matthew Benjamin Productions, Inc., et al.,
Respondents.


Filed August 13, 1996

Affirmed
Toussaint, Chief Judge


Hennepin County District Court
File No. CT-94-4251


Richard H. Kyle, Jr., Robert J. Tansey, Jr., Robins, Kaplan, Miller 
& Ciresi, 2800 LaSalle Plaza, 800 LaSalle Avenue South, 
Minneapolis, MN  55402 (for appellants)

David J. Yarosh, Gurstel and Gurstel, Ltd., 600 Baker Building, 
706 Second Avenue South, Minneapolis, MN  55402 (for 
respondents)

	Considered and decided by Huspeni, Presiding Judge, 
Toussaint, Chief Judge, and Foley, Judge.*


U N P U B L I S H E D     O P I N I O N

TOUSSAINT, Chief Judge
	Appellants, Creation Production Services, Inc. and Creation 
Audio Recording, challenge an order granting respondent John 
Grossman's motion for summary judgment on appellants' claims 
against of fraud and promissory estoppel.  We affirm.  


D E C I S I O N


A motion for summary judgment shall be granted 
when the pleadings, depositions, answers to 
interrogatories, and admissions on file, together with 
the affidavits, if any, show that there is no genuine 
issue of material fact and that either party is entitled 
to a judgment as a matter of law.  On appeal, the 
reviewing court must view the evidence in the light 
most favorable to the party against whom judgment 
was granted.

Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993) (citation 
omitted).
	Appellants assert the district court erred in granting 
summary judgment for respondent Grossman, president and sole 
shareholder of respondent Matthew Benjamin Productions. 
Appellant alleged that respondent Grossman made false oral 
representations to appellants that his personal wealth and that of 
his family supported respondent Matthew Benjamin Production’s 
financial capacity to complete a deal with appellants for the sale of 
a building and the equipment contained therein.  Appellants argue 
their fraud claim was supported by sufficient evidence and was 
pled with the requisite particularity. 
	We concur with the district court that the record does not 
support appellants' allegations of fraud.  See Froelich v. Aspenal, 
Inc., 369 N.W.2d 37, 38-40 (Minn. App. 1985) (where the 
seller/owner of a business unsuccessfully sought personal 
guarantees on indebtedness from the  officers of the purchasing 
corporation, and the court held that even if oral assurances were 
made, they were made by the officers in their corporate, not 
personal capacity, and that a corporate officer's oral assurance that 
a debt would be paid does not amount to a personal guarantee of 
payment);  see also American Computer Trust Leasing v. Jack 
Farrell Implement Co., 763 F.Supp. 1473, 1487 (D.Minn. 1991), 
(statements are not actionable as fraud if they constitute ordinary 
sales talk, puffing, statements of opinion or promises of future 
acts). 

	Appellants also assert the district court erred in dismissing 
appellants' promissory estoppel claim against respondent 
Grossman, arguing appellants produced sufficient evidence to 
support their estoppel claim because "the record is full of instances 
where Grossman assumed personal responsibility" for the purchase 
agreement.  The promissory estoppel claim against respondent 
Grossman was properly dismissed, however, because respondent 
Grossman provided no personal guarantee for the purchase 
agreement.  Respondent Grossman did not sign the purchase 
agreement in an individual capacity, nor did he assume personal 
responsibility for the transaction, and, as noted above, even a 
corporate officer's oral assurance that he will personally see to it 
that a debt will be paid does not amount to a personal guarantee of 
payment.  See Froelich,  369 N.W.2d  at 39-40.
	Respondents contend the district court improperly denied 
respondents' motion for costs and attorney fees.  The standard of 
review of decisions on attorney fees and costs under both Minn. 
Stat. § 549.21 and Minn. R. Civ. P. 11 is whether the district court 
abused its discretion.  Radloff v. First American Nat'l Bank, 470 
N.W.2d 154, 156 (Minn. App. 1991), review denied (Minn. July 
24, 1991).  In addition, rule 11 should be construed "somewhat 
narrowly" as it is preferable that some sanctionable conduct escape 
discipline rather than cause the deterrence of legitimate or arguably 
legitimate claims.  Uselman v. Uselman, 464 N.W.2d 130, 142 
(Minn. 1990).  Requisite to an award of statutory sanctions is that 
counsel proceeded in bad faith.  “As the existence of bad faith is an 
issue of fact, * * * the district court is in the best position to make 
this determination.”  Id. at 140.  We find no abuse of discretion 
here.        

	Affirmed.

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.