This opinion will be unpublished and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.