                      United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT
                                     ___________

                                     No. 05-1124
                                     ___________

David Gatto,                              *
                                          *
                    Appellant,            * Appeal from the United States
                                          * District Court for the District
      v.                                  * of Minnesota.
                                          *
3D/International, Inc.,                   *      [UNPUBLISHED]
                                          *
                    Appellee.             *
                                     ___________

                                Submitted: November 16, 2005
                                   Filed: December 5, 2005
                                    ___________

Before WOLLMAN, FAGG, and MELLOY, Circuit Judges.
                          ___________

PER CURIAM.

        David Gatto, an at-will construction manager for 3D/International, Inc., had
substantially completed a project when the company’s vice-president of finance told
him no more money would be spent on the project. After Gatto complained directly
to the company’s president, he was terminated for doing so. Gatto brought this
diversity action against 3D/International for breach of contract and promissory
estoppel, asserting he was fired for complying with the company handbook, which
states: “If someone flies off the handle and fires you, or if you feel you just can’t work
for someone you’re assigned to, jump channels and go to the top. We can’t promise
to fix things, but we’ll examine the problem.” The handbook also instructs employees
that if they are “unable to meet a deadline and [they] need a decision, . . . [they] may
need to talk to different people about matters, oftentimes more than one.” According
to Gatto, the handbook estopped 3D/International from terminating him as an at-will
employee for calling the president directly. The district court* dismissed the
complaint for failure to state a claim, see Fed. R. Civ. P. 12(b)(6), holding the
handbook’s language did not create a contract necessary for his breach of contract
claim or make a clear and definite promise necessary for his promissory estoppel
claim. Gatto appeals challenging the ruling on his promissory estoppel claim. We
affirm.

       Gatto contends the district court improperly made factual findings and failed
to consider the factual allegations in the light most favorable to him. We review a
district court’s ruling on a motion to dismiss de novo, looking at the complaint anew
to decide whether it states a claim for which relief can be granted. Moses.com Sec.,
Inc. v. Comprehensive Software Sys., Inc., 406 F.3d 1052, 1062 (8th Cir. 2005). A
motion to dismiss should be granted when, assuming the complaint’s factual
allegations are true, it appears beyond doubt that the plaintiff cannot prove any set of
facts supporting the claim. Id. Because this is a diversity case, we interpret
Minnesota law in deciding whether Gatto alleged facts that sufficiently set forth the
elements of promissory estoppel. Id.

       To state a valid cause of action for promissory estoppel under Minnesota law,
Gatto must allege 3D/International made a clear and definite promise to him,
3D/International intended to induce reliance on the promise, Gatto did in fact rely on
the promise to his detriment, and the promise must be enforced to prevent injustice.
Martens v. Minn. Min. & Mfg. Co., 616 N.W.2d 732, 740 (Minn. 2000). When, as
here, the facts alleged in the complaint are taken as true, whether the facts rise to the
level of promissory estoppel is a question of law. Id. Construing the facts in Gatto’s


      *
       The Honorable James M. Rosenbaum, Chief Judge, United States District
Court for the District of Minnesota.

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complaint in his favor, we conclude he does not satisfy the first element of promissory
estoppel under Minnsota law. The statements do not promise any certain action in
response to an employee’s complaints, and do not promise more than at-will
employment, but provide only a means to question actions or seek advice. See Ruud
v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995).

      Having carefully considered and rejected all of Gatto’s arguments, whether
discussed or not, we affirm the district court.
                       ______________________________




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