               NOT RECOMMENDED FOR FULL-TEXT PUBLICATION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,                                 )
                                                                               Apr 16, 2012
                                               )                        LEONARD GREEN, Clerk
       Plaintiff-Appellant,                    )
                                               )
v.                                             )    ON APPEAL FROM THE UNITED
                                               )    STATES DISTRICT COURT FOR THE
SOUTHERN NATURAL GAS COMPANY,                  )    EASTERN DISTRICT OF TENNESSEE
                                               )
       Defendant-Appellee,                     )
                                               )
and                                            )
                                               )
WILCREST FIELD SERVICES, INC.,                 )
                                               )
       Defendant.                              )



       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.
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.



                                              --2--
No. 11-5464 Chapman v. Southern Natural Gas Company et al.


         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).



                                                -3-
No. 11-5464 Chapman v. Southern Natural Gas Company et al.


       “‘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

                                                -4-
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.




                                                 -5-
