                   IN THE UNITED STATES COURT OF APPEALS
                           FOR THE FIFTH CIRCUIT



                               No. 00-60312
                             Summary Calendar



CHARLES J. PHILLIPS

                                             Plaintiff-Appellant,

versus

FORD MOTOR COMPANY, ET AL
                                             Defendants,
FORD MOTOR COMPANY and
FORD MOTOR CREDIT COMPANY

                                             Defendants-Appellees

                           --------------------
               Appeal from the United States District Court
                 for the Southern District of Mississippi
                           USDC No. 97-CV-772WS
                           --------------------
                             November 21, 2000

Before SMITH, BENAVIDES, and DENNIS, Circuit Judges.

PER CURIAM:*

       Charles J. Phillips (Phillips) appeals the district court’s

grant of summary judgment in favor of the Ford Motor Company and

Ford Motor Credit Company (“Ford”).       Phillips maintains that

genuine issues of material fact preclude judgment as a matter of

law.       Phillips seeks damages of $600 million for breach of

contract, fraud and misrepresentation, and tortious interference

with a contract.       We AFFIRM.

       Phillips was a participant in Ford’s “Dealer Development

       *
        Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
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Program” (DDP).   Under this program Ford initially provides all

of the capital needed to purchase a dealership, offers a line of

wholesale credit, pays the dealer a salary, benefits, and a

housing allowance, and then after an initial test period, allows

the dealer-owner to begin to invest in the dealership and

eventually take it over.

     Kenneth Windham owned a dealership in Baldwyn, Mississippi

and informed Ford that he wanted to retire and to sell his

dealership.   Phillips applied and was accepted to participate in

the DDP with relation to Windham’s dealership.    Ford and Phillips

entered into a Letter of Understanding outlining the terms of the

agreement.    Specifically it provided that Ford would wholly own

the dealership and that the agreement was terminable at will.

The parties also entered into a Hired General Manager Contract

which provided that Phillips and his partner Sanford Woods would

be employed as managers.    This agreement was also expressly

terminable at will.    Phillips also signed an agreement not to

compete.   Pursuant to the Letter of Understanding and the Hired

General Manager contract, Phillips assumed the position as

manager of the dealership formerly owned by Kenneth Windham.

     Ford initially invested $840,000 plus an additional $1.5

million in this dealership.    Nevertheless, under Phillips’

management, the dealership faced operating losses, the departure

of key personnel and increased advertising expenses.    Despite its

efforts to keep this dealership afloat, Ford terminated Phillips

two years after he started as general manager.

     Phillips contends that the dealership was not successful
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because of a highway bypass that was built in front of the

dealership.   Phillips asserts that had he known the effect the

highway was going to have on profits, he never would have

uprooted his family, left his previous dealership and signed on

with Ford.    Additionally, Phillips asserts that his profits were

also hurt because Windham opened a dealership in a neighboring

county.

     Phillips contends Ford committed an actionable fraud and

negligent misrepresentation by representing to him that the

dealership had been successful and would continue to be.

According to Phillips, Ford failed to take into account the

effect that the newly constructed bypass would have on profits

and to warn him of this possible effect.   As the district court

noted “[n]either negligent misrepresentation nor fraudulent

representation can be predicated on a promise relating to future

actions.   Misrepresentation must be related to past or presently

existing facts.”    See McMullan v. Geosouthern Energy Corp., 556

So.2d 1033, 1037 (Miss. 1990); House v. Holloway, 258 So.2d 251,

253 (Miss. 1972)). Phillips has failed to raise a fact issue as

to an actionable claim of misrepresentation. Phillips cannot

maintain an action in the instant case based on Ford’s mere

opinions or based on failure to accurately predict future events.

     Neither are we persuaded that Phillips raised a fact issue

with respect his allegations that Ford wrongfully failed to

disclose that Windham intended to open a dealership in the

neighboring county.   There is no summary judgment evidence

suggesting that, at the time Phillips entered the Letter of
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                                  -4-


Understanding and Hired General Manager Contract, Ford was aware

that Windham would open a dealership.       Morever, before taking

over the management at the dealership, Phillips was aware of the

counties in which Windham could not compete.       The county in which

Windham ultimately opened his new dealership was not one of those

prohibited in the non-compete agreement.       Thus, he must “abide

the consequences of his contracts and actions.” Quinn v.

Mississippi Univ., 720 So.2d 843, 850 (Miss. 1998).

     Even were we to assume Ford made misrepresentations,

Phillips failed to raise a material fact as to damages.       In fact,

Phillips received a salary, benefits, housing allowance and

invested no money of his own in the venture.       To sustain a claim

of misrepresentation Phillips must show that Ford induced him to

rely on their statements to his detriment.       See Shogyo

International Corporation v. First Nat’l Bank of Clarksdale, 475

So.2d 425, 428 (Miss. 1985). The successful dealership Phillips

claims he left behind to join Ford filed bankruptcy months before

he started with Ford.     Phillips fails to quantify his

detrimental reliance on Ford’s representations.

     Phillips’ breach of contract claim based on an implied duty

of good faith is without merit. Phillips was an employee at will.

Under Mississippi jurisprudence, “at-will employment

relationships are not governed by an implied covenant of good

faith and fair dealing”     Hartle v. Packard Elec., 626 So.2d 106,

110 (Miss. 1993).

     Phillips’ arguments with respect to tortious interference

are wholly without merit.    He failed to identify any contract
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                               -5-


that Ford interfered with and certainly Ford cannot interfere

with its own contract with Phillips.   See Liston v. Home

Insurance Co., 659 F. Supp. 276, 280 (S.D. Miss. 1986).

     For the foregoing reasons and the reasons identified in the

opinion of the district court dated March 27, 2000, the district

court's grant of summary judgment in favor of the defendants Ford

Motor Company and Ford Motor Credit is AFFIRMED in its entirety.
