Paul SCAGNELLI; James Hamill; Carl Cosenzo v. Ronald A. SCHIAVONE
No. 12-3662
United States Court of Appeals, Third Circuit
Sept. 11, 2013
Argued June 11, 2013.
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Accordingly, we will affirm the denial of Martinez‘s habeas petition.
HARDIMAN, Circuit Judge, dissenting.
As I explained in my dissent in Hughley v. Government of the Virgin Islands, 536 Fed.Appx. 278, 282, 2013 WL 4492709 *3 (3d Cir. Aug. 23, 2013), I believe that a certificate of appealability is required before a Virgin Islands prisoner may appeal an order of the District Court for the Virgin Islands denying his habeas petition to the Court of Appeals, regardless of whether his initial petition was filed pursuant to
Jay S. Becker (Argued), Catherine J. Bick, Giordano, Halleran & Ciesla, P.C., Red Bank, NJ, for Appellants.
James E. Cecchi, Lindsey H. Taylor (Argued), Carella, Byrne, Cecchi, Olstein, Brody & Agnello, Roseland, NJ, for Appellee.
BEFORE: McKEE, Chief Judge, and AMBRO and GREENBERG, Circuit Judges.
OPINION
McKEE, Chief Judge.
I.
Because we write primarily for the parties who are familiar with this case, we only briefly recite the procedural history and essential facts.
We exercise plenary review over a grant of summary judgment. See Liberty Lincoln-Mercury, Inc. v. Ford Motor Co., 676 F.3d 318, 323 (3d Cir.2012). Summary judgment is only appropriate when there is no issue in dispute regarding any material fact, and the moving party is entitled to judgment as a matter of law. See id. A grant of summary judgment is reviewed in the light most favorable to the non-moving party. See id. This means that all reasonable inferences must be drawn in the non-movant‘s favor. See id.
II.
Scagnelli and Hamill contend that the District Court erred because (A) there were genuine issues of fact concerning the existence of an implied or oral contract, (B) since there may have been a contract, their good faith and fair dealing claim should not have been dismissed, and (C) the Court decided genuine issues of fact and overlooked caselaw in dismissing their promissory estoppel claim. We disagree.
A.
Under New Jersey law,3 “[a] contract arises from offer and acceptance, and must be sufficiently definite that the performance to be rendered by each party can be ascertained with reasonable certainty.” Baer v. Chase, 392 F.3d 609, 618-19 (3d Cir.2004) (quoting Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435, 608 A.2d 280 (1992)). A contract may be: (1) express, including oral or written, (2) implied-in-fact, and (3) implied-in-law. See Wanaque Borough Sewerage Authority v. Township of West Milford, 144 N.J. 564, 574, 677 A.2d 747 (1996) (internal quotation omitted). A contract is “express if the agreement is manifested in written or spoken words, and implied-in-fact if the agreement is manifested by conduct.” Id. By contrast, “‘[c]ontract implied-in-law’ is a somewhat disfavored synonym for ‘quasi-contract.‘” Id. Here, the so-called “Troika” had no enforceable contract, express or implied, because of insufficient certainty of
B.
Under New Jersey law, every contract has an implied covenant of good faith and fair dealing. See Wilson, et al. v. Amerada Hess Corp., et al., 168 N.J. 236, 773 A.2d 1121, 1126-27 (2001) (internal quotation omitted). As explained by the District Court, Scagnelli and Hamill‘s claim under this theory fails because there was no contract from which an implied covenant could arise. See Noye v. Hoffmann-La Roche, Inc., 238 N.J.Super. 430, 570 A.2d 12 (N.J.App.Div.1990) (“In the absence of a contract, there can be no breach of an implied covenant of good faith and fair dealing.“).
C.
“Promissory estoppel is made up of four elements: (1) a clear and definite promise; (2) made with the expectations that the promisee will rely on it; (3) reasonable reliance; and (4) definite and substantial detriment.” Toll Bros., Inc., et al. v. Board of Chosen Freeholders of County of Burlington, et al., 194 N.J. 223, 944 A.2d 1, 19 (2008). “Under New Jersey law, the sine qua non of a promissory estoppel claim is a clear and definite promise.” Ross v. Celtron Int‘l, Inc., 494 F.Supp.2d 288, 296 (D.N.J.2007). As Judge Cooper clearly explained in her carefully crafted and thorough opinion, Scagnelli and Hamill‘s promissory estoppel claim fails because Schiavone‘s promise to “do something” or “take care of” the Troika was vague in the extreme. See Del Sontro v. Cendant Corp., 223 F.Supp.2d 563, 574 (D.N.J.2002) (“Indefinite promises or promises subject to change by the promisor are not ‘clear and definite’ and cannot give rise to a claim of promissory estoppel.“); Automated Salvage Transport, Inc., etc., et al. v. NV Koninklijke KNP BT, et al., 106 F.Supp.2d 606, 622 (D.N.J.1999) (“Plaintiffs point to many alleged misrepresentations made by [defendant]. They fail, however, to single out a concrete promise.“) (emphasis added).
III.
Accordingly, we will affirm the order granting summary judgment in favor of Schiavone.