Skycom Corporation and Gerald M. Walters v. Telstar Corporation

WILL, Senior District Judge,

concurring in part and dissenting in part.

I join the court’s opinion to the extent that it affirms the district court decision granting summary judgment in favor of Telstar. I write separately because I do not believe there is any valid issue regarding promissory estoppel which warrants a remand, nor do I believe a remand to consider the imposition of sanctions is necessary or appropriate. The parties did not raise either of these issues before this court or the district court and I do not believe this is an appropriate case for us to raise them sua sponte. Moreover, I disagree with the majority’s disposition of both of these matters on their merits. Accordingly, I dissent from sections III and Y of the majority opinion.

An innocent reader of the majority opinion would have no idea that promissory estoppel was not an issue in this case until a panel member interjected it at oral argument in this court. As the majority apparently recognizes, neither the original state court complaint nor the amended complaint filed in February 1984 said anything about promissory estoppel. Ante, at 813. Moreover, neither side mentioned promissory estoppel in its briefs to the district court or this court. Clearly, the parties as well as the district court understood the amended complaint as raising the following six *820claims only: “(1) breach of contract — specific performance; (2) breach of contract— damages; (3) fraud; (4) misrepresentation; (5) negligent representation; and (6) RICO violations.” Skycom Corp. v. Telstar Corp., No. 83-C-0625, slip op. at 2 (E.D. Wis. January 9, 1986).

Given this background, I do not think we are obliged to discuss promissory estoppel, much less to order a remand for consideration of the issue. If some grave injustice would result if we failed to raise the issue ourselves, I might feel differently. But that is not the case. It is quite possible that the plaintiffs’ attorneys did not advance a promissory estoppel claim because they perceived, correctly, that the facts would not support it.

More importantly, the majority’s estoppel analysis is lacking in substantive merit. As the majority recognizes, WGGO’s option with Sat-Tel expired on August 31, 1982. Ante, at 812, 819. In addition, WGGO never paid the $10,000 in earnest money that the contract between Sat-Tel and WGGO required as a condition of WGGO obtaining negotiating rights. Ante, at 813, 819. Thus, on September 5, when Walters accepted the terms of Telstar’s letter, he had no negotiating rights with Sat-Tel that he could possibly transfer to Telstar or anyone else. It was Telstar that put up the $10,000 and conducted the negotiations, all well after August 31 when WGGO’s option expired. Finally, as the majority accurately observes, Walters cannot have been injured by his compliance with the term requiring him to take Skycom off the trading block. Ante, at 818 n. 2. On these undisputed facts, Walters can hardly be said to have relied in either taking or refraining from taking any action to his detriment. Stated simply, he may have relied, but not reasonably or to his detriment.

The majority, while finding that the September 1 letter was not a contract, nevertheless finds that the letter contained certain “immediately binding provisions” requiring Walters to step out of the Sat-Tel negotiations in exchange for some undefined compensation from Telstar. Ante, at 817. One searches the letter in vain, however, for any indication that some of its provisions are to become effective immediately while others must await further action to make them binding. In my view, the majority has it right in section II of its opinion: the September 1 letter was an “agreement in principle,” not a formal agreement. Walters, therefore, was not required to put Telstar in touch with Sat-Tel prior to the consummation of the Walters-Telstar agreement, and he was not entitled to compensation if he did.

I am also perplexed as to what relief the majority would have the district court grant even if it could somehow find the essential elements of promissory estoppel. Clearly, it could not find the entire agreement binding and order Telstar to acquire Skycom’s assets. Yet this is the injury which Walters and Skycom sustained when Telstar declined to complete the transaction and the relief which they seek in this case.

If the majority believes Walters and Sky-com may be entitled to a “finder’s fee” for having introduced Telstar to Sat-Tel, this would have to be on the basis that somehow the letter agreement and the parties’ conduct imply a contract between them for such a fee, not on the basis of promissory estoppel where the damages are measured by the injury sustained in reliance on the other party’s conduct. Reading the letter as a whole, however, it is quite clear that no “finder’s fee” was intended. The consideration for Walters’ services was to be the purchase of Skycom by Telstar. Walters’ promise to turn over the Sat-Tel negotiations was part of a much larger deal, and the deal fell through. The pieces cannot be put back together again.

Though it is ordinarily a sad thing when one who may have provided a service gets no compensation, Walters, it should be recalled, misrepresented his ownership of WGGO and the status of his negotiations with Sat-Tel. Again, this is not a case where equity cries out for relief. Nor do I believe it is an appellate court’s function to *821suggest a possible, though in this case I believe erroneous, theory on which a party might have proceeded. For all we know, plaintiffs long ago concluded that they could not establish either promissory estoppel or a contractual basis for a “finder’s fee” and therefore never raised the contentions rather than risk the imposition of Rule 11 sanctions for making specious claims. In any event, it is clear that the relief they want is for Telstar to acquire Skycom, a relief to which the majority and I agree they are not entitled.

On the question of sanctions — or, in the majority’s euphemism, “the appropriate response to the misstatements in the complaint,” ante, at 819 — 1 would again refrain from ordering what I believe to be an unnecessary remand. Telstar has never requested sanctions and no briefs on the issue have been filed. Though a court may raise the issue sua sponte, I do not believe Chief Judge Warren erred when he failed to impose sanctions. The supposed infractions of Rule 11 took place, after all, in his court, not here. Unlike the majority, I assume that if he had deemed the infractions serious, Chief Judge Warren would have taken appropriate action in the first instance.

If the plaintiffs had raised their supposedly specious allegations in this court, we might properly consider sanctions. The supposed defects were in the complaints, however, and the plaintiffs abandoned those positions before they reached this court. Moreover, I find it particularly inappropriate for the majority to order the consideration of sanctions at the same time as it finds possible merit in the plaintiffs’ case, at least insofar as it might state a claim for “promissory estoppel.”

Nothing is really left to be decided in this case. I would simply affirm the district court’s decision and let the case rest in peace.