Frank Chapman v. Southern Natural Gas Company, et al

Filing

OPINION filed: AFFIRMED, decision not for publication pursuant to local rule 206. Julia Smith Gibbons and Jeffrey S. Sutton, Circuit Judges and Patrick J. Duggan, (authoring) U.S. District Judge for the Eastern District of MI

Case: 11-5464

Document: 006111275054

Filed: 04/16/2012

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NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
File Name: 12a0419n.06
No. 11-5464
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT

FILED
FRANK CHAPMAN,
Plaintiff-Appellant,
v.
SOUTHERN NATURAL GAS COMPANY,
Defendant-Appellee,
and
WILCREST FIELD SERVICES, INC.,
Defendant.

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Apr 16, 2012
LEONARD GREEN, Clerk

ON APPEAL FROM THE UNITED
STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF TENNESSEE

Before: GIBBONS and SUTTON, Circuit Judges; DUGGAN, District Judge.*

DUGGAN, District Judge. Plaintiff Frank Chapman appeals the district court’s grant of
summary judgment for Southern Natural Gas Company (“SNG”) on his claim of promissory
estoppel. We affirm.
I.
On August 22, 2008, Chapman was recruited by Dale Weaver, an employee of SNG, to work
on a construction project in Muldon, Mississippi. At the time, Chapman was working as an

*

The Honorable Patrick J. Duggan, United States District Judge for the Eastern District of
Michigan, sitting by designation.

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No. 11-5464 Chapman v. Southern Natural Gas Company et al.
electrical foreman for another company, but he expressed interest in the job upon hearing that it
would pay considerably more than his current employment. Weaver told Chapman that if he were
to “come on board,” it would be as an employee of a contractor, rather than SNG. Weaver gave
Chapman the names of some contractors that SNG regularly worked with and explained that
Chapman could contact any of these contractors to obtain specific information on their pay and
benefits. Chapman stated that he would call Wilcrest Field Services (“Wilcrest”), as he had heard
that Wilcrest was a good company. Chapman voiced concerns about walking off his current job, and
in response, Weaver suggested that Chapman train a replacement.
During the next few days, Chapman contacted Wilcrest and completed the necessary “new
hire” paperwork. He informed his current supervisor that he would be leaving to work on the SNG
project. Chapman also trained his replacement. All that remained to finalize the arrangement was
SNG’s “activation” of Chapman’s employment, which would be accomplished by issuing a purchase
order to Wilcrest.
On August 28, 2008, Weaver called Chapman and said that he wanted to make sure that
Wilcrest would not “freak out” when he called to activate Chapman. Chapman explained that
everything with Wilcrest had been taken care of and that he would be quitting his current job that
week. Weaver provided directions to Muldon and mentioned a start date of September 2, 2008, but
Chapman stated that he had not been to his home in Tennessee in some time and needed to return
there to cut hay. Weaver told Chapman that he could take that whole week off to cut his hay, and
he would be contacted soon about which gate to use at the Muldon site.

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Chapman left his job the next day. Soon afterward, he was told that he would not be needed
on the SNG project. Chapman was unable to return to his previous job, and filed suit in the Eastern
District of Tennessee against Wilcrest and SNG. He asserted claims of breach of contract, tortious
interference with employment, and promissory estoppel. Chapman later stipulated to the dismissal
of Wilcrest from this action, and SNG moved for summary judgment. The district court granted
SNG’s motion, concluding that Chapman had abandoned the breach of contract and tortious
interference claims. As for the promissory estoppel claim, the district court concluded that Chapman
had failed to establish an enforceable promise. The court further concluded that even if Chapman
had established a promise, his reliance was not reasonable. Chapman appeals the district court’s
grant of summary judgment with respect to the promissory estoppel claim.
II.
The parties agree that Tennessee law governs Chapman’s claim. Under the doctrine of
promissory estoppel, “‘[a] promise which the promisor should reasonably expect to induce action
or forbearance of a definite and substantial character on the part of the promisee and which does
induce such action or forbearance is binding if injustice can be avoided only by enforcement of the
promise.’” Alden v. Presley, 637 S.W.2d 862, 864 (Tenn. 1982) (quoting Restatement (First) of
Contracts § 90 (1932)). The plaintiff must show: (1) that a promise was made; (2) that the promise
was unambiguous and not unenforceably vague; and (3) that he reasonably relied upon the promise
to his detriment. Chavez v. Broadway Elec. Serv. Corp., 245 S.W.3d 398, 404 (Tenn. Ct. App.
2007).

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“‘The key element in finding promissory estoppel is, of course, the promise.’” Id. at 405
(quoting Amacher v. Brown-Forman Corp., 826 S.W.2d 480, 482 (Tenn. Ct. App. 1991)). In this
respect, Chapman’s claim is lacking. Chapman focuses on his August 28, 2008 phone conversation
with Weaver, but that conversation did not include an unambiguous promise to activate Chapman’s
employment. Weaver stated that he wanted to make sure that Wilcrest would not “freak out” when
he activated Chapman’s employment. By this remark, Weaver did not commit to take any specific
action. Instead, Weaver’s comment seems directed at ensuring that Chapman had made the
necessary arrangements with Wilcrest. Weaver’s comments concerning a potential start date indicate
his intent to activate Chapman’s employment, but they do not constitute an unambiguous promise
to do so. Cf. Shedd v. Gaylord Entm’t Co., 118 S.W.3d 695, 696, 700 (Tenn. Ct. App. 2003)
(promissory estoppel did not apply even though plaintiffs had been given start dates). The same can
be said for Weaver’s statement that Chapman would be contacted about which gate to use at the
Muldon site.
Chapman argues that a promise may be inferred from the general statements of the promisor.
Tennessee courts have suggested that such an inference may be sufficient, but the resulting promise
must be unambiguous and not unenforceably vague. Amacher, 826 S.W.2d at 482. Amacher found
that a promise to sell distillery byproduct was unenforceably vague where the promise failed to
specify the quantity to be sold or the time period during which the terms would apply. Id. The
alleged promise here suffers a similar deficiency, as Weaver did not guarantee Chapman work for
a particular length of time. Weaver may have stated in a prior conversation that he expected the
project to last five or six months, but there was no indication that Chapman would work on the
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No. 11-5464 Chapman v. Southern Natural Gas Company et al.
project for its entire duration. In fact, Chapman agrees that SNG can decide not to pursue a project
and can end a worker’s assignment at any time. R.22 at 3, 18. Weaver’s statements are insufficient
to infer an unambiguous and enforceable promise.
III.
Absent an unambiguous and enforceable promise, Chapman’s promissory estoppel claim fails
as a matter of law. For this reason, we affirm the district court’s grant of summary judgment in favor
of SNG.

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