                                                                NOT PRECEDENTIAL

                      UNITED STATES COURT OF APPEALS
                           FOR THE THIRD CIRCUIT
                                _____________

                                      No. 12-3662
                                     _____________

              PAUL SCAGNELLI; JAMES HAMILL; CARL COSENZO

                                            v.

                               RONALD A. SCHIAVONE


                               Paul Scagnelli; James Hamill,
                                                       Appellants
                                     _____________

                   On Appeal from the United States District Court
                            for the District of New Jersey
                         (District Court No. 3-09-cv-03660)
                     District Judge: Honorable Mary L. Cooper
                                   _____________

                                  Argued June 11, 2013
                                    _____________

   BEFORE: McKEE, Chief Judge, and AMBRO and GREENBERG, Circuit Judges

                               (Filed: September 11, 2013)

Jay S. Becker (Argued)
Catherine J. Bick
Giordano, Halleran & Ciesla, P.C.
125 Half Mile Road, Suite 300
Red Bank, New Jersey 07701

      Counsel for Appellants
James E. Cecchi
Lindsey H. Taylor (Argued)
Carella, Byrne, Cecchi, Olstein, Brody & Agnello
5 Becker Farm Road
Roseland, New Jersey 07068
       Counsel for Appellee

                                       _____________

                                         OPINION
                                       _____________

McKEE, Chief Judge

       Paul Scagnelli and James Hamill appeal an order entered by the District Court

granting summary judgment to Ronald Schiavone.1 For the reasons set forth below, we

will affirm.2

                                              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


1
  Carl Cosenzo was also a plaintiff but he did not appeal the District Court’s grant of
summary judgment.
2
  The District Court had jurisdiction under 28 U.S.C. § 1332(a). We have jurisdiction
pursuant to 28 U.S.C. § 1291.

                                              2
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 (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 (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 the material terms of an

alleged agreement. See Morton v. 4 Orchard Land Trust, 849 A.2d 164, 170 (N.J. 2004).

3
    The parties do no dispute that New Jersey law governs all claims in this case.
                                               3
The parties never agreed on a specific percentage of sale proceeds to be given to the

Troika, nor when and how proceeds would be provided. See Heim v. Shore, 151 A.2d 2d

556, 562 (N.J. App. Div. 1959) (alleged agreement was too indefinite to constitute a

contract because “still open for negotiation were the terms of payment, including the

principal amount of the mortgage, the due date, the interest rate, and the usual provisions

with respect to default in interest and taxes.”). Rather than showing the existence of a

contract, the draft agreements, oral communications, and other conduct indicate that the

Troika engaged in ongoing negotiations with Schiavone. Furthermore, the negotiations

concerned forming an employment agreement with SCC, not Schiavone. Accordingly,

the claim for breach of an implied or oral contract fails as a matter of law.

                                              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., 773 A.2d 1121, 1126-27

(N.J. 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 Rouche, Inc., 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

                                              4
Chosen Freeholders of County of Burlington, et al., 944 A.2d 1, 19 (N.J. 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. Cedant Corp.,

223 F. Supp. 2d 563, 574 (D.N.J. 2001) (“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.




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