                                United States Court of Appeals
                                          FOR THE EIGHTH CIRCUIT
                                              ___________

                                              No. 96-2729
                                               ___________

                                                      *
Walter Neely and Loretta Neely,                       *
                                                      *
                 Plaintiffs -                         *   Appeal from the United States
Appellants,                                           *   District Court for the
                                                      *   Northern District of Iowa
       v.                                             *
                                                      *   [PUBLISHED]
American Family Mutual Insurance                      *
Company,                                              *
                                                      *
                 Defendant - Appellee.
                                     ___________

                                   Submitted:     March 12, 1997
                                                     Filed: September 8, 1997
                                              ___________

Before McMILLIAN, FLOYD R. GIBSON, and JOHN R. GIBSON, Circuit Judges.
                               ___________

PER CURIAM.

        Appellants Walter and Loretta Neely obtained a default judgment against the Christian Life Fellowship
Church (the "Church") for injuries Walter sustained while attempting to light the Church's boiler. Appellee
American Family Mutual Insurance Company ("American Family") provided liability insurance to the Church,
but refused to defend the Church against the Neelys' suit because Walter was an "insured" under the policy and
therefore excluded from coverage. The Neelys then filed suit against American Family seeking to enforce the
Church's liability insurance policy. A jury
determined that Walter, as an executive officer and director of the Church, was excluded from coverage under
the policy, but that the doctrine of promissory estoppel nonetheless subjected American Family to liability.
American Family filed a motion for judgment as a matter of law pursuant to Fed. R. Civ. P. 50(b), which the
district court1 granted. See Neely v. American Family Mut. Ins. Co., 930 F. Supp. 360, 375 (N.D. Iowa 1996).
The district court also denied the Neelys' request for a new trial. See id. at 377. The Neelys2 appeal the district
court's decision, and we affirm.


I.      BACKGROUND

         Walter and Loretta Neely were pastors of the Church. Walter claims that he stepped down from his
position as Church president in March of 1990. However, in a letter dated February 13, 1991, Walter informed
the Church’s Board of Directors that he wished to stop receiving a salary, but he did not intend to stop serving
as the Senior Pastor of the Church. The letter stated that “[t]his is in no way a letter of my resignation from being
the Senior Pastor and Chairman of this local body. . . . I will still hold the offices of Senior Pastor and
Chairperson of all functions of the [C]hurch.” American Family's App. at 233.

        On May 4, 1991, Walter attempted to light the Church's boiler to heat the building for the next day’s
services. The boiler exploded causing Walter to suffer severe injuries. The Neelys recovered a default judgment
against the Church for over




        1
      The HONORABLE MARK W. BENNETT, United States District Judge for the
Northern District of Iowa.
        2
       Loretta Neely's sole claim against the Church was a derivative claim for loss of
consortium. When the district court determined that Walter was not entitled to collect
insurance from American Family, it rejected Loretta's claim as well, as it was entirely
derivative of Walter's claim.

                                                        -2-
$800,000. When the Church failed to pay the award, the Neelys brought a claim against American Family as the
Church's liability insurance provider.

        American Family claimed that the insurance policy excluded Walter from coverage because he was an
insured under the policy. The policy defined an “insured” as:

        1.       If you are shown in the declarations as:

                                             *          *          *

                 c.       an organization other than a partnership or joint venture, you are an insured.
                          Your executive officers and directors are insureds, but only with respect to
                          their duties as your officers or directors. Your stockholders are also insureds
                          but only with respect to their liability as stockholders.



American Family's App. at 212 (emphasis added). Apparently, the Church never received a copy of the policy
which included this language, and members of the Church testified that they were unaware of the limitation. One
of the Church's assistant pastors testified that he told American Family's agents that he wanted “everyone and
everything” included in the policy.


        After a jury found that the Neelys could recover from American Family based on a theory of promissory
estoppel, the district court determined that the Neelys failed to produce sufficient evidence to establish American
Family's liability under the doctrine of promissory estoppel. Therefore, the district court set aside the jury’s




                                                       -3-
finding of promissory estoppel and entered judgment as a matter of law in favor of American Family. See Neely,
930 F. Supp. at 375.


          The Neelys moved for a new trial pursuant to Fed. R. Civ. P. 59. They claimed that Walter was not an
“insured” under the policy because he was not acting in his capacity as a director of the church when he attempted
to light the boiler. The district court determined that the jury’s findings regarding Walter’s status as a director
were not against the greater weight of the evidence. Therefore, the court denied the motion for a new trial.


          The Neelys appeal claiming that the district court committed error by granting American Family’s motion
for judgment as a matter of law because the evidence supported the jury’s finding of promissory estoppel. The
Neelys also contend that the district court abused its discretion by denying their motion for a new trial. We
affirm.


II.       DISCUSSION


          The jury in this case determined that Walter was an executive officer or director of the Church, acting
within the scope of his duties as such, when he attempted to ignite the boiler. Thus, the Church's liability
insurance policy excluded him from coverage as an "insured." However, the jury also found that the doctrine of
promissory estoppel required American Family to satisfy Walter's default judgment against the Church. To
establish promissory estoppel under Iowa law, a plaintiff must prove "(1) a clear and definite oral agreement; (2)
proof that plaintiff acted to his detriment in reliance thereon; and (3) a finding that the equities entitle plaintiff to
[the] relief." In re Harvey,




                                                         -4-
523 N.W.2d 755, 756-57 (Iowa 1994) (citation and quotation omitted). The jury found that Walter met the first
two elements, and the court determined that he met the third.3


        Following the jury's determination, American Family filed a motion for judgment as a matter of law
pursuant to Fed. R. Civ. P. 50(b), arguing that the Neelys' evidence did not adequately establish the elements of
promissory estoppel. The district court agreed with American Family's argument, specifically concluding that the
evidence did not prove the existence of a clear and definite oral agreement. See Neely, 930 F. Supp. at 371-75.
The court consequently entered judgment as a matter of law in favor of American Family. See id. at 375. "A
motion for judgment as a matter of law should be granted when all the evidence points one way and is susceptible
of no reasonable inferences sustaining the position of the nonmoving party." Ehrhardt v. Penn Mut. Life Ins. Co.,
21 F.3d 266, 269 (8th Cir. 1994) (per curiam) (citations and quotations omitted). The district court provided a
thorough and detailed analysis on the law of promissory estoppel and its application to the facts of this case. See
Neely, 930 F. Supp. at 369-75. After a thorough review of the record and the applicable law, we conclude the
district court correctly determined that the Neelys failed to establish the existence of a clear and definite oral
agreement, and therefore properly entered judgment as matter of law on the Neelys' promissory estoppel claim.
Because the district court opinion so thoroughly addressed this issue, we feel that further elaboration is
unnecessary. See Neely, 930 F. Supp. at 369-75.




        3
         The jury instructions required the jury to determine whether the Neelys proved
the first two elements of promissory estoppel. After the jury found that those elements
were established, the court determined that the Neelys prevailed on the third element
of the claim.

                                                       -5-
        The Neelys also argue that American Family is estopped from relying on the clause in the contract which
excludes an "insured" from coverage because American Family failed to deliver that clause to the Church. The
Neelys do not make it entirely clear whether this argument relates to the doctrine of promissory estoppel or
equitable estoppel. Under each theory, however, the Neelys' argument must fail. To prevail under the theory of
promissory estoppel, as stated above, one must establish the existence of a clear and definite oral agreement. See
Harvey, 523 N.W.2d at 756. As discussed at length in the district court's opinion, the Neelys did not establish
that American Family and the Church had a clear and definite oral agreement that an insured would be covered
under the policy. See Neely, 930 F. Supp. at 371-75. Therefore, American Family's failure to deliver the
insurance policy does not create liability under the doctrine of promissory estoppel.


        The Neelys also attempt to defend the motion for judgment as a matter of law by claiming that American
Family's failure to deliver the exclusionary clause equitably estops it from enforcing that clause. Under the
doctrine of equitable estoppel, a plaintiff must establish "by clear and convincing evidence a false representation
or concealment of material [terms] by American Family, lack of knowledge on the part of the [Church], intention
by American Family that the representation or concealment be acted on, and reliance by the [Church] to [its]
prejudice." Morgan v. American Family Mut. Ins. Co., 534 N.W.2d 92, 100 (Iowa 1995). The Neelys have not
established that American Family should be equitably estopped from enforcing the exclusionary clause because
even assuming all the other elements of the claim were met, the Neelys have made no showing whatsoever that
American Family intended "that the representation or concealment [of material terms] be acted on" by the Church.
Morgan, 534 N.W.2d




                                                       -6-
at 100. We therefore reject the Neelys' contention that American Family's failure to deliver the insurance policy
estops it from enforcing the exclusionary clause.4


        We likewise affirm the district court's decision to deny the Neelys' motion for a new trial on their claim
that Walter Neely was not acting within his duties as an executive officer or director of the Church when lighting
the boiler. Again, because the district court has provided a very thorough discussion of this issue, see Neely, 930
F. Supp. at 376-77, we see no need to elaborate.


III.    CONCLUSION


        For the reasons set forth in this opinion, we affirm the district court's judgment.




        A true copy.




                 Attest:




                           CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




        4
        While the failure to deliver an exclusionary clause could result in enforcement
problems in some circumstances, the Neelys have not shown that under Iowa law, the
failure to deliver an exclusionary clause results in the per se inability to enforce the
clause, nor do we believe that Iowa law supports such a conclusion.

                                                       -7-
