This opinion will be unpublished and may not be cited except as provided by Minn.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 C9-96-514 Great Northern Capital Management, a Delaware General Partnership, Appellant, vs. IAI Capital Management Corporation, Respondent, Noel P. Rahn, an Individual, Respondent. Filed August 13, 1996 Affirmed Amundson, Judge Hennepin County District Court File No. 94-262 Timothy R. Thornton, Scott G. Bowman, Briggs and Morgan, 2400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 (for Appellant) Michael Berens, Andrea Carruthers, Kelly & Berens, P.A., 3720 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402; George F. McGunnigle, Barbara P. Berens, Timothy P. Glynn, Leonard, Street, and Deinard, Suite 2300, 150 South Fifth Street, Minneapolis, MN 55402 (for Respondents) Considered and decided by Amundson, Presiding Judge, Norton, Judge, and Peterson, Judge. U N P U B L I S H E D O P I N I O N AMUNDSON, Judge Appellant challenges summary judgment in favor of respondent, arguing respondent breached the parties' contract and breached fiduciary duties owed to appellant. We affirm. FACTS Appellant Great Northern Capital Management (Great Northern) was formed under Delaware law to act as general partner of Great Northern Capital Partners, L.P., a limited partnership equity investment fund (the Fund). Respondent IAI Capital Management Corporation (IAICMC) is a Minnesota corporation, formed to act as a general partner of Great Northern. IAICMC is a subsidiary of Investment Advisors, Incorporated (IAI), an investment consultant firm in Minneapolis, Minnesota. Respondent Noel Rahn is the chief executive officer of IAI and sole officer of IAICMC. Great Northern had five general partners: IAICMC 5.00% Steven Rothmeier 27.71% R. David Spreng 27.71% Ian D. Packer 19.79% Allan K. Pray 19.79% Great Northern gave Rahn a list of 38 potential investors from whom to solicit monies for the Fund. During the first year of Great Northern's operation, IAI and Rahn provided significant marketing services to Great Northern and raised substantial sums. In addition, Rahn acted as a member of Great Northern's Advisory Board. The Private Placement Memorandum indicates that the purpose of the Advisory Board was to give Great Northern "advice from time to time." In March 1993, Rahn discontinued his efforts to market the Fund. Although Rothmeier and others attempted to keep Great Northern alive, their efforts failed, and the Fund terminated in September 1993. Rothmeier, on behalf of Great Northern, filed suit against respondents IAICMC and Rahn, claiming breach of contract and breach of fiduciary duties. Respondents moved for summary judgment, arguing the suit was precluded under the partnership agreement. The district court granted respondents' motion. On appeal, this court affirmed summary judgment as to respondent IAICMC, but remanded summary judgment as to respondent Noel Rahn. Great Northern Capital Management v. IAI Capital Management Corp., No. C0-94-2602, unpub. op. (Minn. App. June 13, 1995). On remand, Rahn renewed his motion for summary judgment, now on the merits of the claim, arguing: (1) there is no enforceable contract between Great Northern and himself, and (2) he owes no fiduciary duty to Great Northern. Five days before the motion hearing, Rothmeier signed a sworn affidavit, stating: 5. As contrasted with the other advisory board members, Rahn had little experience or expertise in the management of middle market upper-midwest companies. Consequently, he had very little [advice] to contribute * * * . 8. Rahn was IAICMC's representative to the partnership and all actions taken by IAICMC were taken by Rahn. IAICMC was not capitalized and did not observe corporate formalities. IAICMC did exactly what Rahn dictated. The district court granted respondents' motion, stating: [T]here is absolutely no evidence to establish that Rahn contracted with [Great Northern] on an individual basis. The alleged agreement between Great Northern and Rahn is so vague and indefinite, it does not constitute an enforceable contract as a matter of law. Further, [Great Northern] has failed to establish that Rahn personally assented to such an agreement. * * * * Since it is undisputed that Rahn was not a partner in Great Northern or a party to its partnership agreement, neither Rothmeier nor Great Northern can assert any claims for breach of fiduciary duty against Rahn as an individual. Judgment was entered December 13, 1995. This appeal followed. D E C I S I O N On appeal from summary judgment, we ask: (1) whether there are genuine issues of material fact and (2) whether the district court erred in its application of the law. State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990); see Admiral Merchants Motor Freight v. O'Connor & Hannan, 494 N.W.2d 260, 265 (Minn. 1992). The district court may not weigh the evidence or decide factual issues on a motion for summary judgment. Murphy v. Country House, Inc., 307 Minn. 344, 351, 240 N.W.2d 507, 512 (1976). Great Northern contends the district court erred when it granted summary judgment in favor of Rahn, concluding: (1) there was no enforceable contract between Rahn and Great Northern; and (2) Rahn did not owe Great Northern a fiduciary duty. An enforceable contract requires an offer, an acceptance, and consideration. Cohen v. Cowles Media Co., 457 N.W.2d 199, 202 (Minn. 1990) rev'd on other grounds, 501 U.S. 663, 111 S. Ct. 2513 (1991). A party to a contract must manifest its assent to the other party's offer either through words, conduct, or both. Schwandt Sanitation of Paynesville v. City of Paynesville, 423 N.W.2d 59, 67 (Minn. App. 1988); see also New England Mut. Life Ins. Co. v. Mannheimer Realty Co., 188 Minn. 511, 513, 247 N.W. 803, 804 (1933) (stating, "There is no contract where there is no mutual and final assent to all the essential terms of a bargain"). Moreover, the terms of the agreement must be sufficiently defined so the courts can determine the meaning of the contract and how the liabilities of the parties are fixed. Holt v. Swenson, 252 Minn. 510, 515, 90 N.W.2d 724, 728 (Minn. 1958); Triple B & G, Inc. v. City of Fairmont, 494 N.W.2d 49, 53 (Minn. App. 1992). If "[t]he omissions are so material that the court cannot say what the obligations between these parties are," the contract will not be enforced. Druar v. Ellerbe & Co., 222 Minn. 383, 395, 24 N.W.2d 820, 826 (1946). Finally, the consideration must be "something which both parties to the contract have adopted and regarded as [consideration] * * * ." Suske v. Straka, 229 Minn. 408, 414, 39 N.W.2d 745, 750 (1949). Here, there is no formal written contract. Great Northern contends its agreement with Rahn provided that Rahn would market and raise money for the Fund in consideration of .34% carried interest in the Fund. Rahn, on the other hand, contends that his efforts to raise money for the Fund were gratuitous and that he was compensated not for fundraising, but for serving on the advisory board. Rothmeier's affidavit implies that Rahn was not compensated for his ability to advise (nor were his fellow advisory board members), but for his fundraising efforts. Yet, in earlier deposition testimony, Rothmeier stated, "[Rahn] got his .34 percent as an advisory board member." Because "[a] self-serving affidavit that contradicts earlier damaging deposition testimony is not sufficient to create a genuine issue of material fact," Banbury v. Omnitrition Int'l, Inc., 533 N.W.2d 876, 881 (Minn. App. 1995) (citing Camfield Tires, Inc. v. Michelin Tire Corp., 719 F.2d 361, 365 (8th Cir. 1983)), we conclude there was no consideration for Rahn's fundraising efforts, Rahn's efforts were gratuitous, and there was no enforceable contract. Finally, we conclude Rahn did not owe Great Northern a fiduciary duty because a gratuitous promise cannot be viewed as the basis for a fiduciary duty. Affirmed.