F I L E D
United States Court of Appeals
Tenth Circuit
PUBLISH
August 24, 2006
UNITED STATES CO URT O F APPEALS Elisabeth A. Shumaker
Clerk of Court
TENTH CIRCUIT
ER IC C. JA CK SO N and G REA T
BASIN COM PANIES, IN C.,
Defendants/Counter-
Plaintiffs-Appellants,
v. No. 04-4070
VO LVO TRU CK S NORTH
AM ERICA, IN C.,
Plaintiff/Counter-
Defendant-Appellee.
A PPE AL FR OM T HE UNITED STATES DISTRICT COURT
FOR T HE DISTRICT OF UTAH
(D .C . NO. 02-CV-27-PGC)
Richard C. Cahoon, Durham Jones & Pinegar, Salt Lake City, Utah, for
Defendant/Counter-Plaintiffs-Appellants.
Stephen K. Christiansen (Robert S. Campbell and Robert M . Anderson with him
on the brief) Van Cott, Bagley, Cornwall & M cCarthy, Salt Lake City, Utah, for
Plaintiff/Counter-Defendant-Appellee.
Before H E N RY, EBEL, and T YM KOVICH, Circuit Judges.
T YM K O VIC H, Circuit Judge.
Eric C. Jackson is the principal shareholder of G reat Basin Companies,
Inc., the parent company of various Volvo truck dealerships that operated in the
W est and M idwest, including Utah and Nebraska. This appeal arises out of the
district court’s dismissal of claims filed by Jackson and Great Basin Companies
against V olvo Trucks N orth A merica, Inc. For the reasons stated below, we
conclude that we have jurisdiction pursuant to 28 U.S.C. § 1291 and AFFIRM the
decisions of the district court.
I. Background
In 1977, Jackson created the first of what became several related
automobile dealership companies. As the dealerships grew, he would form new
companies, most of which included the words “Great Basin” somewhere in the
name and listed him as sole or majority shareholder. In 1983, these companies
began dealing vehicles purchased from Volvo Trucks North America, Inc. (Volvo)
and were initially successful in doing so. According to Jackson, by the early
1990s, the Great Basin dealerships handled approximately ten percent of all
Volvo’s sales in the United States, and thus, at Volvo’s behest, began purchasing
large quantities of vehicles from them at a substantial discount.
As the business continued to expand, opening new dealerships in various
states, Jackson was expressly named the “controlling individual” or “dealer
principal” of each of the Volvo dealerships and acted as guarantor of certain debts
and obligations of the dealerships. Aplt. Br. at 3. He alleges that he did so based
-2-
on Volvo’s promises of high returns on his investments and continued access to
the profit sources upon which his dealerships depended. But Jackson believes
that Volvo did not intend to keep these promises. Jackson claims that, if he had
known about Volvo’s plans to “eliminate virtually two-thirds of its product lines
and its engine products,” he would not have continued to invest in Volvo
dealerships. Compl. at 11.
In February 1996, Volvo’s CEO announced that half of its current dealers
would not be in business by the end of the following year. Volvo executives told
the dealers they wanted “larger, regional dealers w ho were willing to invest all
they had into new territories, new equipment, larger facilities, and additional
employees.” Id. at 12. The CEO warned the dealers that “those who did not grow
rapidly and substantially would simply be eliminated.” Id.
The Great Basin dealerships heeded this warning and continued to grow and
increase revenues. In 1997, with the encouragement of Volvo, Jackson purchased
a dealership in Omaha, Nebraska, which became G reat Basin Trucks of Nebraska,
Inc. (Great Basin Nebraska). Jackson was responsible for providing $400,000 as
a deposit on the purchase. According to Jackson, he and Volvo “clearly
understood” the deal would include certain Ford franchises. Aplt. Br. at 4.
However, after Jackson made his deposit, he learned the seller no longer
possessed those franchises. Nonetheless, based upon further verbal promises of
assistance and assurances of success by Volvo, Jackson went forward with the
-3-
purchase and gave up his right to rescind the purchase agreement with the seller,
thereby foregoing his deposit.
By 1999, the Great Basin operations controlled Volvo dealerships in seven
states. Their revenues grew from $25 million to almost $300 million per year.
However, during this growth period, their total debt also grew from $5 million to
over $60 million. In June 2000, all of the Great Basin entities became wholly
ow ned subsidiaries of a newly created parent company, Great Basin Companies,
Inc. During the remainder of 2000, Jackson and Great Basin Companies held
ongoing negotiations with Volvo for the sale of the Nebraska dealership. Great
Basin Companies alleges it would not have continued to hold the Nebraska
dealership during that period but for the promises of purchase made by Volvo.
Experiencing substantial losses in 2000 and 2001, most of Great Basin
Companies’ dealerships filed for bankruptcy. Volvo purchased the primary assets
of the bankrupt dealerships from the individual trustees in bankruptcy. The deal
included an agreement by the trustees to settle, waive, or release all claims the
individual dealerships may have had against Volvo.
On January 10, 2001, Volvo’s finance arm, Volvo Commercial Finance,
LLC (Volvo Finance), filed suit against Jackson, Great Basin Companies, and
related parties over an alleged breach of a $1.3 million loan agreement. Jackson
and Great Basin Companies responded by filing their own claims against Volvo
and Volvo Finance based on conduct surrounding the loan agreement and other
-4-
alleged wrongful acts.
In two separate 12(b)(6) rulings and one summary judgment ruling, the
district court disposed of a number of these claims. Jackson and Great Basin
Companies appeal the following dispositions. First, Jackson appeals the court’s
Rule 12(b)(6) dismissal of his cause of action arising under the Automobile
Dealers’ Day in Court Act. Second, Jackson and Great Basin Companies appeal
the court’s decision to grant summary judgment for Volvo on Jackson’s fraud,
promissory estoppel, and negligent misrepresentation claims, as well as Great
Basin Companies’ separate promissory estoppel claim. 1
After Jackson and Great Basin Companies filed a notice of appeal, the
district court issued a separate order adopting a stipulation of the parties to
dismiss with prejudice (1) all claims by and against V olvo Finance and (2) all
unresolved claims by Jackson and Great Basin Companies against Volvo. This
last order resolved the remaining issues in the case.
II. Discussion
A. Jurisdiction
W e must first consider whether Jackson and Great Basin Companies have
1
Jackson and Great Basin Companies also initially appealed the court’s
12(b)(6) dismissal of their claim of inducement to breach fiduciary duty.
However, they withdrew their appeal of this issue at oral argument on the basis
that they had lost their direct breach of fiduciary duty claim. W ithout a breach of
fiduciary duty, they concluded, it was impossible to establish inducement to
breach.
-5-
appealed a “final” judgment from the district court that is ripe for our review. 28
U.S.C. § 1291. As a general matter, a judgment in a consolidated action that does
not dispose of all claims is not considered a final appealable decision under
§ 1291. Trinity Broadcasting Corp. v. Eller, 827 F.2d 673, 675 (10th Cir. 1987).
Volvo argues that, because Jackson and Great Basin filed their notice of appeal
while other claims remained pending in the case, and because they failed to cure
that defect by obtaining certification under 54(b) of the Federal Rules of Civil
Procedure, we should decline to entertain the appeal. However, where parties
appeal non-final orders, the court’s subsequent issuance of an order “explicitly
adjudicating all remaining claims” may cause a case to ripen for appellate review.
Lewis v. B.F. Goodrich Co., 850 F.2d 641, 645 (10th Cir. 1988) (en banc)
(exercising appellate jurisdiction where plaintiffs sought and obtained subsequent
court order disposing of outstanding claim). As noted above, this is exactly what
happened here.
But to further complicate things, Volvo points out that one of Jackson and
Great Basin’s claims— civil conspiracy— was dismissed without prejudice to
refiling. Thus, even though that claim was not appealed, Volvo argues the
judgment below is still non-final for purposes of our review . Our general rule is
that a party cannot obtain appellate jurisdiction where the district court has
dismissed at least one claim without prejudice because the case has not been fully
disposed of in the lower court. See Heimann v. Snead, 133 F.3d 767, 769 (10th
-6-
Cir. 1998) (applying Cold M etal Process Co. v. United Engineering & Foundry
Co., 351 U.S. 445 (1956)); Cook v. Rocky M tn. Bank Note Co., 974 F.2d 147, 148
(10th Cir. 1992). That rule does not apply in every circumstance, however. W e
have previously held, “A lthough a dismissal without prejudice is usually not a
final decision, where the dismissal finally disposes of the case so that it is not
subject to further proceedings in federal court, the dismissal is final and
appealable.” Amazon, Inc. v. Dirt Camp, Inc., 273 F.3d 1271, 1275 (10th Cir.
2001) (holding district court’s decision to decline supplemental jurisdiction and
dismiss state claims w ithout prejudice for refiling in state court effectively
disposed of entire action).
The “critical determination” here is whether Jackson and Great Basin have
been “effectively excluded from federal court under the present circumstances.”
Id.
Under Utah law, civil conspiracy requires, as one of its essential elements, an
underlying tort. See Alta Indus. Ltd. v. Hurst, 846 P.2d 1282, 1290 n.17 (Utah
1993). Although the district court dismissed Jackson and Great Basin’s civil
conspiracy claim without prejudice, it dismissed their underlying tort claims with
prejudice. Thus, practically speaking, Jackson and Great Basin Companies are
barred from further litigation on the conspiracy claim because they cannot litigate
the predicate torts. They thereby fall within the Amazon exception.
Accordingly, the case is ripe for appellate consideration.
-7-
B. The Automobile Dealers’ Day in C ourt Act
Jackson filed suit against Volvo under the Automobile D ealers’ Day in Court
Act, 15 U.S.C. § 1221, et seq. (ADDCA). That statute authorizes any
“automobile dealer” to file federal claims against manufacturers arising from
franchise relationships. The question here is whether Jackson qualifies as a
dealer and is therefore authorized to sue under the statute.
Three provisions of the A DDCA guide our analysis. The first establishes a
cause of action:
An automobile dealer may bring suit against any automobile manufacturer
. . . by reason of the failure of said automobile manufacturer . . . to act in
good faith in performing or complying with any of the terms or provisions
of the franchise, or in terminating, canceling, or not renew ing the
franchise with said dealer . . . .
15 U.S.C. § 1222. Standing is thus limited to an “automobile dealer,” w hich is
defined as
any person, partnership, corporation or association, or other form of
business enterprise . . . operating under the terms of a franchise and
engaged in the sale or distribution of passenger cars, trucks, or station
wagons.
15 U.S.C. § 1221(c) (emphasis added). A “franchise” is, in turn, defined as
the written agreement or contract between any automobile manufacturer
engaged in commerce and any automobile dealer which purports to fix the
legal rights and liabilities of the parties to such agreement or contract.
15 U.S.C. § 1221(b).
Based on the plain language of the statute, an automobile dealer must be a
-8-
party to a franchise agreement with the manufacturer, in this case Volvo. Jackson
concedes that he was not. Nonetheless, Jackson asks us to carve out an exception
to the plain language of the statute because his personal economic interests are
“inextricably woven” into Great Basin Companies’ corporate interests. He urges us
to follow two cases from the Fifth and Seventh Circuits that have interpreted the
ADDCA to confer standing on shareholder/operators in certain circumstances. W e
decline to do so.
First, Jackson points us to Kavanaugh v. Ford M otor Co., 353 F.2d 710 (7th
Cir. 1965). In that case, Ford M otor Company entered a franchise agreement with a
dealership corporation in which it owned 100 percent of the voting stock.
Kavanaugh was a signatory to the franchise agreement and was given full
managerial responsibility over the dealership. After the franchise began losing
money and the dealership’s stock became w orthless, Kavanaugh sued under the
ADDCA. The Seventh Circuit decided that, because Ford M otor Company owned
all of the voting stock in the dealership corporation, it would be absurd to assume it
would agree to initiate an ADDCA claim against itself. Thus, the only way for the
dealership to avail itself of the protections of the Act would be to “pierce the
corporate veil” and allow Kavanaugh to protect the dealership’s interests.
The facts of the Kavanaugh case are not before us today, and thus we need not
decide whether to adopt its reasoning. The Seventh Circuit chose to extend the
protections of the A DDCA to an individual who was a signatory to the franchise
-9-
agreement and was therefore arguably “operating under the terms of a franchise.”
See id. at 717 (quoting 15 U.S.C. § 1221(c)). By contrast, Jackson admits he “did
not personally sign the franchise agreement.” Aplt. Br. at 7. In addition, the
Seventh Circuit’s analysis was driven in large part by its recognition that
Kavanaugh was the only person or entity who could have pursued an action against
the manufacturer under the ADDCA. Kavanaugh, 353 F.2d at 717 (“It is
inconceivable that Ford, owning all the voting stock of the dealership corporation
and being in complete control of it, would ever seek the protection afforded by the
statute.”) Here, Volvo did not control the operations of the Great Basin
corporations and thus could not have completely precluded them from making the
decision to sue. Indeed, most of the corporations (which Jackson controlled) chose
to use that right as a bargaining tool during the liquidation process. 2 Com pare
Vincel v. White M otor Corp., 521 F.2d 1113, 1120 (2d Cir. 1975) (finding “no
justification for allow ing the shareholders . . . to maintain an action in their own
name” where the corporation “explicitly relinquished” its claims in bankruptcy
proceedings). These critical differences render the reasoning of Kavanaugh
inapplicable to this case.
2
Jackson filed a supplemental authority asking us to take “judicial notice”
of the fact that one of the Great Basin entities neither exercised its right to sue
under the ADDCA nor bargained it aw ay but is now precluded from filing a claim
because the statute of limitations has passed. This issue has not been properly
presented to us on appeal, and we decline to consider it. The only ADDCA claim
pending on appeal is the one filed by Jackson; the status of a claim never filed by
a separate party is irrelevant to our resolution of this case.
-10-
The second case on which Jackson heavily relies is York Chrysler-Plymouth,
Inc. v. Chrysler Credit Corp., 447 F.2d 786 (5th Cir. 1971). In York, the Fifth
Circuit purported to adopt the reasoning of Kavanaugh. See id. at 790. However,
the analysis was quite different. In that case, the Yorks operated dealership
corporations pursuant to an agreement with the manufacturer, Chrysler. At the
outset, the court recognized that the Yorks were “not signing parties to the
franchise agreement.” Id. M oreover, the Yorks, rather than Chrysler, maintained
“control of the stock of the dealership corporation,” id., so there was no reason to
suspect the manufacturer could prohibit the corporation from filing suit as it did in
Kavanaugh. Nonetheless, the Fifth Circuit allowed the Yorks to pursue individual
claims against Chrysler under the ADDCA on the grounds that they were
“inextricably woven” into the franchise relationship. Id. The court noted that the
“individuals would not come w ithin the scope of the A ct merely because they were
sole stockholders, officers, and directors of the corporate franchise holder.” Id.
However, the unique position held by these individuals was demonstrated by the
fact that Chrysler was explicitly given the pow er to terminate the franchise
agreement if either of the Yorks died or failed to maintain active management of
the corporation or w ere convicted of certain crimes. Id. at 790–91. Thus, because
the court deemed the Y orks “essential to operation of the dealership” by Chrysler,
they were granted standing under the ADDCA. Id. at 790.
Jackson argues that we should adopt the reasoning of York and apply it to his
-11-
case because he was the principal or sole shareholder of each of the Great Basin
subsidiaries and was heavily involved in the negotiations for Volvo dealership
agreements. Therefore, he alleges, he too was “inextricably woven” into the
business arrangements and “essential to the operation” of the various dealerships.
This is a question of first impression for our circuit. 3 As a preliminary matter,
we note that most other circuits have expressly refused to carve out exceptions to
the ADDCA. See Bishay v. Am. Isuzu M otors, Inc., 404 F.3d 491 (1st Cir. 2005)
(construing analogous statute and rejecting York); Vincel v. White M otor Corp., 521
F.2d 1113, 1120 (2d Cir. 1975) (distinguishing York and Kavanaugh); Tucker v.
Chrysler Credit Corp., 149 F.3d 1170, *4 (4th Cir. 1998) (unpublished) (rejecting
York); Olson M otor Co. v. General M otor Corp., 703 F.2d 284, 289 n.5 (8th Cir.
1983) (distinguishing York); Sherman v. British Leyland M otors, 601 F.2d 429, 440
n.11 (9th Cir. 1979) (rejecting York); Pearson v. Ford M otor Co., 68 F.3d 1301,
1303 (11th Cir. 1995) (distinguishing York). But see Rea v. Ford M otor Co., 497
F.2d 577, 584 (3d Cir. 1974) (applying York).
W e agree with the majority position. The text of the statute plainly cuts
against Jackson. W here a statute is unambiguous on its face, the court need not
inquire further. Connecticut Nat’l Bank v. Germ ain, 503 U.S. 249, 253 (1992).
3
Despite Jackson’s suggestion to the contrary, we have not yet considered
this issue. In Colonial Ford, Inc. v. Ford M otor Co., 592 F.2d 1126, 1129 (10th
Cir. 1979), we cited York for its plain language interpretation of the term
“manufacturer,” not the exception to the plain language that York created for the
term “dealer.”
-12-
M oreover, where parties choose the corporate form and receive all the benefits that
flow from that structure, we should be hesitant to ignore the consequences.
Jackson has not alleged an “alter ego” theory, nor has he argued that we should
pierce the corporate veil of the Great Basin entities to expose the shareholders to
personal liability. He has not made this argument for good reason: to do so would
risk exposing his ow n assets to creditors of the bankrupt corporations. In short, w e
see no reason to depart from the plain language of the A DDCA and therefore
decline to extend its application to those who do not qualify as “dealers” under the
Act.
Accordingly, we dismiss Jackson’s ADDCA claim for lack of statutory
standing.
C. State Law Claims
Last, Jackson and Great Basin Companies appeal the district court’s dismissal
of four state law claims. These include three claims brought by Jackson (fraud,
promissory estoppel, and negligent misrepresentation) and a separate claim brought
by Great Basin Companies (promissory estoppel). The district court granted
summary judgment against Jackson and Great Basin Companies on the basis that
they failed to show an actual injury and therefore lacked standing for purposes of
federal court jurisdiction. W e agree that summary judgment was appropriate but
for slightly different reasons than those articulated below.
1. Constitutional Standing
-13-
In granting summary judgment, the district court considered the state law
claims in terms of constitutional standing. As the court correctly pointed out, a
party pursuing an action in federal court must meet the requirements of Article III
standing: (1) injury in fact that is (2) traceable to the defendant and (3) redressable
by the court. Essence, Inc. v. City of Fed. Heights, 285 F.3d 1272, 1280 (10th Cir.
2002) (citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 560 (1992)). An
“actual or imminent” injury must be present for a party to proceed on its claims.
Id.
The purpose of the standing inquiry is not to determine whether a party has
proven its case but to gauge whether it should be granted access to the federal
courts. The focus of the injury element is on ensuring a legitimate dispute between
the parties. See Lujan, 497 U.S. at 883 (denying standing to challenge
environmental policy because plaintiffs’ allegations that they used land in the
vicinity of affected areas did not establish a connection between them and the
proposed government action). A plaintiff who is personally harmed has a stake in
the litigation and is not a mere intermeddler. See Sierra Club v. M orton, 405 U.S.
727, 739 (1972) (denying standing to prevent construction of ski resort because
general environmental concerns were not sufficient to demonstrate these plaintiffs
would be personally affected by the project). For this reason, the issue generally
arises in the constitutional or public law context and is rarely implicated in private
civil disputes.
-14-
No one disputes that Jackson and Great Basin Companies have personal stakes
in these private contractual disputes or that the alleged injuries were to them, as
opposed to other parties. The district court merely concluded they had failed to
show disputed facts concerning their alleged losses— a determination more properly
understood as a failure to meet Rule 56’s requirement that controverted material
facts are necessary in order to proceed to trial. Consequently, although Jackson
and Great Basin Companies may have standing to pursue claims in federal court,
their claims must still withstand analysis under the traditional summary judgment
standards. The state law claims do not meet this test.
2. Summary Judgment
W hen a party moves for summary judgment, it will be granted 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 judgment as a matter of law.” Fed. R.
Civ. P. 56(c). Plaintiffs seeking to overcome a motion for summary judgment may
not “rest on mere allegations” in their complaint but must “set forth specific facts
showing that there is a genuine issue for trial.” Fed. R. Civ. P. 56(e) (emphasis
added). Here, the record conclusively establishes that Jackson and Great Basin
Companies did not suffer the injuries they alleged. W ithout this essential element,
each of their claims necessarily fails, and summary judgment was properly entered.
a. Jackson
-15-
Jackson has based all his appealed state law claims (fraud, promissory
estoppel, and negligent misrepresentation) on the alleged loss that resulted from his
investment in Great Basin Nebraska. Jackson created this corporate entity to
purchase a dealership in Nebraska, for which he paid a $400,000 deposit for stock
in Great Basin Nebraska. Jackson alleges that, after discovering the investment did
not include everything originally anticipated, he would have rescinded his deposit
under the purchase agreement. He claims that based on assurances from Volvo, he
chose to go forward with the agreement and thus gave up his right to the return of
his $400,000 deposit.
Having thoroughly examined the parties’ arguments and accompanying record
evidence, we agree with the district court that Jackson has not demonstrated a
genuine issue of material fact as to his alleged damages. In the summary judgment
proceedings, Volvo argued Jackson’s investment actually earned him a profit. In
particular, Volvo pointed out, and Jackson conceded, that there was no evidence of
an investment in Great Basin Nebraska beyond the $400,000 deposit. But
Jackson’s investment entitled him to ownership of one hundred percent of Great
Basin Nebraska’s stock, of w hich he subsequently sold two thirds to other investors
for $1,000,000 and exchanged the remaining third for shares in Great Basin
Companies. Based on this record evidence, the district court concluded that
Jackson suffered no injury in fact. To the contrary, his investment resulted in a net
gain of at least $600,000, instead of a loss.
-16-
On appeal, Jackson does not challenge this finding by the district court. His
opening brief focuses on the $400,000 investment and on his decision to give up his
right to rescind the agreement, but he fails to address the $1,000,000 cash and
additional stock he subsequently received. His reply brief addresses (for the first
time) the findings issued by the district court. He concedes he exchanged stock in
Great Basin Nebraska for stock in Great Basin Companies but does not
acknowledge the shares that he sold. Instead, Jackson spawns a new theory— that
his alleged loss is based on some undisclosed amount by which his stock decreased
in value subsequent to his investment. It is unclear whether he is referring to stock
he previously owned in Great Basin Nebraska or stock he subsequently received
from Great Basin Companies. If the former, the facts do not support his claim
because he sold part of his interest at a higher price than he paid. If the latter, the
decrease in value would be irrelevant because, even if the stock he received in trade
was w orthless, he would still have made a $600,000 gain on the investment in
Great Basin Nebraska, which he alleges he would have rescinded.
Accordingly, we conclude Jackson has failed to demonstrate a genuine issue of
material fact with regard to his alleged loss and Volvo is entitled to summary
judgment on these claims.
b. G reat Basin C ompanies
Similarly, Great Basin Companies’ promissory estoppel claim requires a
showing of disputed facts relating to its alleged economic harm. Great Basin
-17-
Companies claims Volvo promised to purchase the Nebraska dealership but then
failed to do so. As a result of Great Basin Companies’ continued holding of the
dealership, it incurred loss in the form of an increased inter-company loan balance.
According to Great Basin Companies, it purchased Great Basin Nebraska on
June 30, 2000, and relinquished it six months later, on December 31, 2000.
According to the record, the relevant monthly inter-company loan balances were as
follows:
June 2000 $6,582,853.10
July 2000 $6,222,048.96
December 2000 $6,545,871.24
Aplt. App. at 1018. In its briefs, Great Basin Companies asserts that the figures for
June and July represented the balances at the beginning of each month but that the
figure for December represented the balance at the end of the month. Thus, Great
Basin Companies claims the recorded July balance, $6,222,048.96, represented the
balance on July 1, which most closely aligns with the date they purchased the
stock, June 30. Great Basin Companies also alleges, however, the December
balance, $6,545,871.24, represents the balance as of December 31, which was the
date it relinquished the stock. Thus, it concludes, the record shows an increased
loan balance of $323,822.28.
In addition to presenting an inconsistent method of interpretation, Great Basin
Companies’ argument contradicts its own testimony on the subject. According to
the deposition testimony of Al Vanleewen, Great Basin Companies’ chief financial
-18-
officer, the numbers represent the loan balance as of month end. Thus, the amount
listed under June 2000 is the balance as of the date Great Basin Companies
acquired the N ebraska dealership on June 30, 2000. Calculating the numbers
correctly, the loan balance on June 30, 2000 (the day Great Basin Companies
acquired stock in the Nebraska dealership) was $6,582,853.10. The loan balance
on December 31, 2000 (the date Great Basin Companies relinquished its stock) was
$6,545,871.24. Based on M r. Vanleewen’s testimony, the amount Great Basin
Companies owed actually decreased by $36,981.86 during the relevant period.
Accordingly, Great Basin Companies cannot show that it incurred loss in the form
of increased debt. Summary judgment was therefore proper because Great Basin
Companies can show no damages under its promissory estoppel claim.
Accordingly, while we apply a different legal framew ork than the district
court, w e affirm the result reached below.
III. Conclusion
For the foregoing reasons, we AFFIRM the district court’s decisions disposing
of the above claims by Jackson and Great Basin Companies against Volvo.
-19-