American Shizuki Corporation v. International Business MacHines Corporation

RICHARD S. ARNOLD, Circuit Judge.

American Shizuki Corporation (ASC) appeals from the District Court’s2 order granting International Business Machines (IBM) summary judgment in this diversity case claiming promissory estoppel, negligent misrepresentation, and fraudulent misrepresentation. We affirm.

I.

In 1988 IBM began negotiating with several companies, including ASC, for the manufacture of plastic film capacitors to be used by IBM in its mainframe computers. On September 2, 1988, IBM and ASC entered into a Standard Ordering Agreement which set forth the basic contractual terms and conditions for “future purchase by IBM” of component parts manufactured by ASC. The agreement specifically stated that it did not obligate IBM to purchase any items from ASC, and that future Purchase Orders “shall be [ASC]’s only authorization to manufacture Items.” Moreover, the agreement provided that neither it nor any subsequent purchase agreement or purchase order “shall impair IBM’s right to ... procure from others ... Items which, now or in the future, may be competitive with those offered by [ASC].”

By letter dated February 1, 1989, IBM conveyed to ASC “the possibility of IBM purchasing 15,000,000 Plastic Capacitors per two consecutive twelve (12) month periods.” The letter went on to state: “This quantity is a forecast only, and represents no commitment by IBM to purchase these quantities during or after this time period.” ASC communicated to IBM that it wanted greater assurances from IBM before ASC made the estimated capital expenditure of $2.1 million for the equipment it would need to manufacture the capacitors. IBM sent ASC another letter dated February 22, 1989, expressing IBM’s “intent to order” from ASC 30 million capacitors, made to IBM’s drawings, over a minimum period of two years, contingent upon the condition “[t]hat IBM’s requirements for these capacitors continue.”

In the Spring of 1989, ASC spent approximately $2.6 million to purchase the equipment for manufacturing the plastic capacitors. By letter dated December 6, 1991, IBM asked ASC to add a second *1208manufacturing shift to meet IBM’s anticipated demand for plastic capacitors in 1992. On December 18, 1991, IBM sent ASC a Letter of Intent to confirm IBM’s intention of ordering approximately 18 million plastic capacitors in 1992, which was more than ASC’s existing manufacturing capacity. The letter projected that IBM would require 35-50 million capacitors in each of 1993 and in 1994. ASC, however, could not justify setting up a second production shift based on IBM’s actual purchases to date, and never added a second shift. From 1990 to March 1994, IBM purchased a total of 14,344,000 capacitors from ASC. The need for plastic capacitors dissipated with the advent of new technology and the development of ceramic capacitors. In June 1997, IBM informed ASC that it would no longer purchase plastic capacitors from ASC.

ASC filed this diversity action against IBM in June 1997, seeking $8.5 million in damages under three theories of relief: promissory estoppel, negligent misrepresentation, and fraudulent misrepresentation. The District Court granted IBM’s motion for summary judgment, and this appeal followed.

II.

“We review a grant of summary judgment de novo and apply the same standard as that applied by the District Court.” Clark v. Kellogg Co., 205 F.3d 1079, 1082 (8th Cir.2000). Summary judgment is appropriate if the evidence, viewed in the light most favorable to the nonmoving party, demonstrates that there is no genuine issue of material fact and that the moving party is entitled to judgnent as a matter of law. Fed.R.Civ.P. 56(c). We also review de novo the District Court’s application of state law, predicting how the highest court in the forum state would resolve the issues. Clark, 205 F.3d at 1082.

Nebraska follows the Restatement of Contracts (Second) § 90 with regard to promissory estoppel. Yankton Prod. Credit Assn. v. Larsen, 219 Neb. 610, 365 N.W.2d 430, 433 (Neb.1985). The Restatement provides that a “promise which the promisor should reasonably expect to induce action ... on the part of the promisee ... and which does induce such action ... is binding if injustice can be avoided only by enforcement of the promise.”

As the District Court noted, two key officers of ASC testified by deposition that IBM made no oral or written promises that it would either purchase a specified quantity of the plastic capacitors or that ASC would recover the costs of its capital expenditures. These individuals also testified that they understood that all purchases of capacitors by IBM would be made through purchase orders, and that IBM never made intentionally false representations to ASC about any matter related to the capacitor project. We believe this evidence, especially in light of the cautionary language in the Standard Ordering Agreement and the conditional language of the February 1989 letters from IBM quoted above, defeats ASC’s claims.

The only representations by IBM that might support ASC’s claims are those in IBM’s December 18, 1991, Letter of Intent. As noted above, however, ASC did not take any action in reliance upon this letter. ASC never added the second production line that IBM requested. Thus the element of detrimental reliance upon a promise or misrepresentation, an element common to all three of ASC’s theories of recovery, is lacking. See Cao v. Nguyen, 258 Neb. 1027, 607 N.W.2d 528, 532 (Neb.2000) (reliance is an element of both fraudulent and negligent misrepresentation).

Accordingly, we affirm.

. The Hon. Joseph F. Bataillon, United States District Judge for the District of Nebraska.