USCA1 Opinion
June 25, 1996 [NOT FOR PUBLICATION]
UNITED STATES COURT OF APPEALS
FOR THE FIRST CIRCUIT
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No. 96-1055
BOSTEC SYSTEMS, INC.,
Plaintiff, Appellant,
v.
MASTERCARD INTERNATIONAL, INC.,
Defendant, Appellee.
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APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. W. Arthur Garrity, Senior U.S. District Judge] __________________________
[Hon. Patti B. Saris, U.S. District Judge] ___________________
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Before
Selya, Cyr and Boudin,
Circuit Judges. ______________
____________________
Andrew Schultz, with whom Michael S. Field, Dimitrios Ioannidis, ______________ ________________ ___________________
Beth Pirro Cook and Field & Schultz were on brief for appellant. _______________ _______________
Andrew W. Goldwater, with whom Friedman & Kaplan LLP was on brief ___________________ _____________________
for appellee.
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Per Curiam. Appellant Bostec Systems, Inc. challenges Per Curiam. __________
a summary judgment dismissing its breach of contract and
promissory estoppel claims against Mastercard International, Inc.
Bostec argues that a trialworthy factual dispute remains as to
whether Mastercard promised to require its members to purchase a
machine capable of affixing tamper-evident, paper signature _____
panels to credit cards were Bostec to design and develop such
a machine. Following plenary review, Laura Thorn, Ltd. v. __________________
Alletzhauser, 71 F.3d 991, 993 n.4 (1st Cir. 1995), after careful ____________
consideration of Massachusetts law and the entire record as
illuminated by the briefs and oral argument, we are persuaded
that the district court correctly concluded, as a matter of law,
that though Mastercard encouraged Bostec's developmental
efforts, it made no express or implicit promise that could
support either a contract claim or a promissory estoppel claim.1
Viewed in the light most favorable to Bostec, the
evidence reveals that Mastercard broached its idea for the
development of a signature panel machine to Bostec in March 1987,
and monitored Bostec's progress before finally approving a Bostec
paper signature panel prototype in December 1991. Bostec
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1See Rhode Island Hosp. Trust Nat'l Bank v. Varadian, 647 ___ _____________________________________ ________
N.E.2d 1174, 1179 (Mass. 1995) ("[A]n action based on reliance
[e.g., promissory estoppel] is equivalent to a contract action,
and the party bringing such an action must prove all the
necessary elements of a contract other than consideration.");
Simons v. American Dry Ginger Ale Co., 140 N.E.2d 649, 652 (Mass. ______ ___________________________
1957) ("All the essential terms of a contract must be
sufficiently definite so that the nature and extent of the
obligations of the parties can be ascertained." (citation
omitted)).
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concedes, however, that no enforceable promise was made prior to
Mastercard's March 1990 letter, which confirmed its commitment to
require Mastercard members to use a "new secure signature panel."
Instead, Bostec contends that it is the entire course of dealings
between the parties that evinces a promise to require Mastercard
members to use only the paper signature panel machine developed _____
by Bostec at Mastercard's suggestion.
Neither the course of dealings between the parties nor
the March 1990 letter generated a trialworthy claim that
Mastercard made a "sufficiently definite" promise to require its
members to use, or acquire, only a tamper-evident, paper _____
signature panel on its credit cards. See Simons v. American Dry ___ ______ _____________
Ginger Ale Co., 140 N.E.2d 649, 652 (Mass. 1957); supra note 1. _______________ _____
In November 1988, Mastercard sent Bostec (and others)
specifications, explicitly permitting signature panels to be made
from paper, mylar, film, or other comparable material.
Mastercard informed Bostec in May 1989 that it would not grant a
monopoly to any one equipment supplier. Finally, the March 1990
letter confirming Mastercard's commitment to a "new secure
signature panel" cannot support a reasonable inference that
Mastercard promised to require its secure signature panels to be
made from paper to the exclusion of all other materials, or to
require its members to purchase Bostec's paper signature panel _____
machine. Absent evidence of a sufficiently definite promise, the
Bostec claims fail as a matter of law. See supra note 1. ___ _____
Affirmed. Affirmed. ________
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