Peters Broadcast Engineering, Inc . v. Pem Consulting Group , LLC

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 25-1519
PETERS BROADCAST ENGINEERING, I NC .,
Plaintiff-Appellant,
v.
PEM C ONSULTING GROUP , LLC, et al.,
Defendants-Appellees.
____________________
Appeal from the United States District Court for the
Northern District of Indiana, Fort Wayne Division.
No. 1:21-cv-00219 — Holly A. Brady, Chief Judge.
____________________
A RGUED A PRIL 9, 2026 — DECIDED J UNE 17, 2026
____________________
Before EASTERBROOK, R IPPLE, and LEE, Circuit Judges.
R IPPLE, Circuit Judge. This case arises out of a business re-
lationship between Peters Broadcast Engineering, Inc. (“Pe-
ters Broadcast”), a telecommunications company, and PEM
Consulting Group, LLC d/b/a Pyramid Consulting & Con-
struction, LLC (“PEM”), a company that worked with Peters
Broadcast. The district court granted summary judgment for
the defendants on all claims. For the reasons set forth in the

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following opinion, we affirm the judgment of the district
court.1
I
BACKGROUND
A. Facts
Peters Broadcast is a small telecommunications engineer-
ing company in Indiana. The company is owned and operated
by Robert Peters. On May 21, 2019, Peters Broadcast signed a
Construction Master Services Agreement with Crown Castle
USA, Inc. (“Crown Castle”). This agreement contemplated
that, from time to time, Crown Castle would issue purchase
orders to Peters Broadcast for construction work on cell tower
sites in Indiana. The agreement did not guarantee, however,
that Peters Broadcast would receive any specific number of
purchase orders. The agreement also permitted Peters Broad-
cast to engage subcontractors to complete the work but re-
quired that the subcontractors be approved by Crown Castle
before work began.
In early May, before Mr. Peters signed the Crown Castle
agreement, he began discussions with Chris Smith, a former
1 The district court had subject matter jurisdiction under 28 U.S.C. § 1332.
Peters Broadcast is an Indiana corporation with its principal place of busi-
ness in Indiana. Defendant PEM is a New Jersey LLC and is composed of
members who are citizens of New Jersey, Illinois, and Michigan. Defend-
ant Philip Miller is a citizen of New Jersey. Defendant Atlantic Casualty
Insurance Company is incorporated in North Carolina and has its princi-
pal place of business there as well. Defendant Chesapeake Employers’ In-
surance Company is incorporated in Maryland with its principal place of
business in Maryland. We have jurisdiction to review the district court’s
grant of summary judgment under 28 U.S.C. § 1291.

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No. 25-1519 3
employee of his, about taking on the work as a subcontractor.
Smith in turn introduced Mr. Peters to defendant Philip Mil-
ler. Mr. Miller is the owner-operator of defendant PEM.
Mr. Peters testified that he wanted to subcontract work to
PEM because “[he] did not have the resources or the cash re-
serve to bring in four or five crews and maintain them; nor
did [he] want to, frankly.”2 It was his hope that PEM could
provide those resources.
The first communication in the record between Mr. Peters,
Mr. Miller, and Smith is an email dated May 5, 2019. In the
email, Smith proposed an agreement between Smith’s com-
pany (Frequency 1), Peters Broadcast, and PEM for the com-
pletion of work under the Crown Castle Master Services
Agreement. Under a section of the email titled “PBE-Pyramid
Initial Contract Agreement,” Smith wrote:
This is a base line agreement to get things mov-
ing between us [sic] Look things over and lets
[sic] discuss any changes needed so we can all
be on the same page and progress moving for-
ward as soon as possible.
I would like to propose the following construc-
tion agreement between all parties involved[.]3
The email went on to explain that Peters Broadcast was the
“Customer Contract holder,” that Mr. Miller and PEM would
provide field crews and equipment and complete all sites, and
that Smith and Frequency 1 would oversee all field crews and
site processes, scheduling, field construction management,
2 R.142-2 at 23:16–23.
3 R.129-4 at *1.

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4 No. 25-1519
and customer relations.4 Smith also proposed a base structure
in which Peters Broadcast would retain ten percent of all pur-
chase orders from Crown Castle. It did not specify how the
remaining ninety percent would be split between Frequency
1 and PEM. Mr. Peters testified that this email was “the first
draft in discussions” and that “there was no agreement at that
time. It was a proposal.”5 Miller similarly testified that the
email did not reflect a final agreement.
Despite the absence of any final written agreement, some-
time in May 2019, Smith and his company began work at
Crown Castle sites. PEM obtained a loan in the amount of
$149,999.99 and used it to pay Smith and his crews.6 PEM ob-
tained trucks for Smith and his crews, which were leased by
a separate company, Knudson, L.P. Between May and July,
PEM paid Smith and his crews approximately $36,000 for
their work.7
Mr. Miller testified that the crews completed one site per
week. Mr. Peters testified that “right out of the gate,” Peters
Broadcast also had to cover expenses, supply crews with
4 Id. Although Frequency 1 is a party to the alleged contract, neither Smith
nor Frequency 1 is a party in this litigation. Smith did not sit for a deposi-
tion and did not submit an affidavit.
5 R.142-2 at 29:24, 41:01–02.
6 Peters Broadcast disputes whether PEM used this money to pay Smith
and his crews, but it pointed to no evidence supporting its contention.
R.141 at ¶ 8.
7 PEM asserts, and Peters Broadcast admits, that Peters Broadcast received
$118,000. Peters Broadcast disputed whether this evidence was material
but did not otherwise dispute that it received those payments. Id. at ¶¶ 14,
16.

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No. 25-1519 5
equipment and vehicles, and locate warehouse space for the
projects.8
While the work progressed, PEM and Peters Broadcast
continued to negotiate a written agreement. Counsel for Pe-
ters Broadcast contacted PEM to negotiate the written agree-
ment for the first time on July 12, 2019. On the same day, Pe-
ters Broadcast sent a check to PEM in the amount $46,365.50—
apparently the first payment to PEM—but instructed it not to
deposit the funds because Peters Broadcast had not yet re-
ceived payment from Crown Castle. Mr. Miller and Mr. Peters
then met in Fort Wayne, Indiana, on July 17, 2019. Although
the contents of this discussion are disputed, both Mr. Miller
and Mr. Peters testified that they discussed Mr. Miller’s abil-
ity to provide funding and equipment to complete Crown
Castle sites.9 Peters Broadcast asserts, and Mr. Peters testified,
that Mr. Miller talked about “how successful he was, how
much money he had, that this would be an easy project for
him, and he had the wherewithal and the knowledge to do
this and the people and the equipment.”10 Mr. Miller did not
tell Mr. Peters that he was acquiring a loan to fund the project
or that the trucks he provided belonged to Knudson.
Work continued, but apparently not to Peters Broadcast’s
satisfaction. Mr. Peters sent an email to Mr. Miller in early
8 R.142-2 at 49:14–20. However, Mr. Peters also testified that he did not
know how much he spent and had not produced the entire record of the
expenses. Id. at 49:03–09, 49:21–22.
9 Mr. Miller testified that he told Mr. Peters he would bring “some crews
and equipment … [and] initial funding to get the crews going.” R.126 at
25:13–15.
10 R.142-2 at 22:07–11.

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6 No. 25-1519
August, telling him that Peters Broadcast was compensating
crew members, a task that he believed was PEM’s responsi-
bility. He wrote that he had “now in good faith extended fi-
nancially beyond [his] obligations for the proposed 10%.”11
He also warned that the lack of payments was putting the
Crown Castle project “in serious jeopardy.”12 Mr. Miller testi-
fied that he was confused by this communication, because he
was under the impression that he would decide which sites to
do on a site-by-site basis, and had no continuing obligation to
outfit all sites with crews and equipment.13 Shortly after this
email exchange, Peters Broadcast made a $6,000 payment to
PEM. PEM did not request this payment but also does not
maintain that it returned the payment. As far as we can dis-
cern from the record, the funds were retained by PEM and
Mr. Miller.
Believing that Peters Broadcast was being paid by Crown
Castle but failing to remit payment to PEM, Mr. Miller con-
tacted Crown Castle in August to obtain payment directly. As
far as we are aware, PEM did not obtain any direct payments
from Crown Castle. On September 5, PEM deposited the
$46,365.50 previously given to it by Peters Broadcast, but Pe-
ters Broadcast charged the amount back on September 10. In
October, Mr. Miller emailed a paralegal at Crown Castle, ex-
plaining the situation and asking for help obtaining payment.
11 R.126 at *207.
12 Id. The record is unclear about what was happening at the work sites.
There is no evidence showing how many sites were completed or how
quickly. There is no evidence showing how many crew members were un-
compensated or for how long.
13 R.126 at 85:08–23, 86:03–19.

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No. 25-1519 7
On an unspecified date after this, PEM left the project. Mr. Pe-
ters testified that he did not know whether the trucks sup-
plied by PEM continued to be used after they left.
Crown Castle terminated its agreement with Peters Broad-
cast sometime in late 2019. Crown Castle cited poor work
product at the cell tower sites as the reason for the termina-
tion.
B. Proceedings in the District Court
Peters Broadcast filed its complaint in 2021. It named
PEM, Mr. Miller, Atlantic Casualty Insurance (“Atlantic”),
and Chesapeake Employers’ Insurance Company (“Chesa-
peake”) as defendants. The operative amended complaint
contains multiple claims against Mr. Miller and PEM: breach
of contract (Count I), fraud (Count III), fraudulent induce-
ment to contract (Count IV), unjust enrichment (Count V),
fraudulent misrepresentation (Count VI), negligent misrepre-
sentation (Count VII), and tortious interference with business
relations (Count VIII). Count II sought a declaratory judg-
ment that Atlantic and Chesapeake are obligated to provide
coverage for PEM and Mr. Miller.
The district court granted summary judgment on all
counts. It determined that there was no contract between Pe-
ters Broadcast and PEM or Mr. Miller, noting Mr. Peters’s re-
peated statements that no contract existed. It also examined
the parties’ dealings, noting that even though Mr. Peters
maintained that he understood PEM to be responsible for
equipment, he had also rented and supplied equipment. The
court decided that, at most, there was an unenforceable

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8 No. 25-1519
“agreement to agree later.”14 The court further concluded that
there was nothing in the record from which the terms could
be identified. This ruling resolved both the breach of contract
claim and the fraudulent inducement claim.
As to the fraud claims in Counts III and VI, the district
court found that the evidence could not support reliance be-
cause the fraudulent statements were allegedly made in July,
well after Mr. Miller and PEM were actively engaged in the
project. The court also concluded that any statements about
the source of funds or trucks were not material, because there
was no evidence that those facts would have changed Mr. Pe-
ters’s decision to do business with Mr. Miller. Finally, the
court decided that the alleged injury connected to the fraud
claims was not sufficiently distinct from the injury alleged
from the breach of contract claim.
The court dismissed the unjust enrichment claim because
there was no evidence that PEM obtained a benefit from Pe-
ters Broadcast. It reasoned that the first payment of $46,365.50
was charged back by Peters Broadcast, so no benefit was con-
ferred on PEM. The court then noted that neither PEM nor
Mr. Miller requested the second payment of $6,000.
Turning to the tortious interference claim, the district
court held that it failed because Peters Broadcast had not
demonstrated that PEM committed an illegal act (here, fraud)
either in representations made to Peters Broadcast or to
Crown Castle. It decided, in the alternative, that PEM had no
duty to avoid speaking to Crown Castle, and that its commu-
nications with Crown Castle were not malicious or exclu-
sively for the purpose of harming Peters Broadcast. The court
14 R.165 at 12.

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No. 25-1519 9
concluded that there was no evidence that PEM’s contact with
Crown Castle had resulted in any damages.
Finally, the court rejected the negligent misrepresentation
claim, ruling that it is unavailable in this context under Indi-
ana law. Having dismissed all claims against PEM and
Mr. Miller, the court entered summary judgment for Atlantic
and Chesapeake sua sponte.
II
DISCUSSION
We review an order granting summary judgment de novo.
Mesco Mfg., LLC v. Motorists Mut. Ins. Co., 145 F.4th 705, 708
(7th Cir. 2025). Summary judgment is proper where the evi-
dence shows there is no genuine issue of material fact and the
non-moving party is entitled to judgment as a matter of law.
Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986); Atlanta Gas
Light Co., v. Navigators Ins. Co., 164 F.4th 1038, 1048 (7th Cir.
2026). The party opposing summary judgment may not rest
on the allegations or denials in its pleadings; it must present
evidence of specific facts that are genuinely at issue. Celotex
Corp., 477 U.S. at 321 n.3; Harney v. Speedway SuperAmerica,
LLC, 526 F.3d 1099, 1104 (7th Cir. 2008). The parties agree that
Indiana law applies to this case. Therefore, “our role is to ap-
ply Indiana law as we predict the Indiana Supreme Court
would today.” Atlanta Gas Light Co., 164 F.4th at 1044 (quoting
Mesco Mfg., LLC, 145 F.4th at 708).
A
To establish a claim for breach of contract, the plaintiff
must establish the existence of a contract, a breach of that con-
tract, and damages as a result of that breach. Rogier v. Am.
Testing & Eng’g Corp., 734 N.E.2d 606, 614 (Ind. Ct. App. 2000).

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10 No. 25-1519
Whether a set of facts establishes the existence of a contract is
a question of law. Kelly v. Levandoski, 825 N.E.2d 850, 857 (Ind.
Ct. App. 2005).
“The party urging the validity of a contract bears the onus
of proving its existence.” OVRS Acquisition Corp. v. Cmty.
Health Servs., Inc., 657 N.E.2d 117, 125 (Ind. Ct. App. 1995)
(quoting Ochoa v. Ford, 641 N.E.2d 1042, 1044 (Ind. Ct. App.
1994)). For there to be an oral contract, the parties must agree
to all terms of the contract. Kelly, 825 N.E.2d at 857. “If a party
cannot demonstrate agreement on one essential term of the
contract, then there is no mutual assent and no contract is
formed.” Lash v. Kreigh, 202 N.E.3d 1098, 1105 (Ind. Ct. App.
2023) (quoting Troutwine Ests. Dev. Co., LLC v. ComSub Design
& Eng’g, Inc., 854 N.E.2d 890, 897 (Ind. Ct. App. 2006)); see also
Simon v. William R. Simon Farms, Inc., 245 N.E.3d 1025, 1031
(Ind. Ct. App. 2024) (finding no oral contract where plaintiff
admitted in testimony that no agreement was reached).
Peters Broadcast submits that the district court ignored the
parties’ disagreement about the existence of a contract. It at-
tempts to shift the evidentiary burden to PEM by turning to
the “sham contract” doctrine, arguing that where there is
prima facie evidence of a contract, the party seeking summary
judgment must show that each party unequivocally disa-
vowed the contract. In Peters Broadcast’s view, because PEM
did not present evidence of disavowal, it is entitled to re-
mand. But this argument fails because Peters Broadcast has
not made a prima facie showing that a contract existed.
There is no evidence supporting Peters Broadcast’s asser-
tion that a contract existed. It is undisputed that the parties
never reached a written agreement. The record contains no
communication between the parties prior to the May 5 email

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No. 25-1519 11
containing a draft written agreement. Peters Broadcast sub-
mits that there was a preliminary oral agreement that bound
the parties. But there is no evidence in the record explaining
when that agreement was made or what terms it contained.
Preliminary agreements, made with the intention that they
will later be memorialized in writing, can be enforceable, but
the parties must agree to all essential terms. Wolvos v. Meyer,
668 N.E.2d 671, 674–75 (Ind. 1996); see also Abercrombie & Fitch
Stores, Inc. v. Simon Prop. Grp., L.P., 160 N.E.3d 1103, 1109 (Ind.
Ct. App. 2020). “Essential terms” include “the terms and con-
ditions of the promises made, including by whom and to
whom.” Conwell v. Gray Loon Outdoor Mktg. Grp., Inc., 906
N.E.2d 805, 813 (Ind. 2009). The absence of essential terms cre-
ates a lack of certainty; this undermines both a finding of mu-
tual assent and the court’s ability to identify and remedy a
breach. See 1 C ORBIN ON C ONTRACTS § 2.9 (2026).
Both Mr. Miller and Mr. Peters testified that PEM would
receive ninety percent of the value of each purchase order
completed by PEM, while Peters Broadcast would receive ten
percent. But that appears to be where common understanding
ends. Mr. Miller testified that he had the option to accept or
refuse each purchase order at his discretion. Mr. Peters be-
lieved that Mr. Miller and PEM had agreed to complete all
purchase orders from Crown Castle. The conduct of the par-
ties adds no clarity; while PEM completed the work for some
purchase orders, paid crew members, and provided some
equipment, including trucks, Peters Broadcast also supplied
equipment and paid crews. Additionally, Peters Broadcast
has not explained what role, if any, Chris Smith and his com-
pany, Frequency 1, had in the alleged preliminary agreement.
The May 5 email depicts Smith and Frequency 1 as responsi-
ble for all crews and construction management. To add

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12 No. 25-1519
further confusion, at oral argument, counsel for Peters Broad-
cast presented an entirely different theory of the preliminary
agreement: that it was an “employer-employee” relation-
ship.15
The obligations of each of the parties to the contract are
essential terms. Illiana Surgery & Med. Ctr., LLC v. STG Fund-
ing, Inc., 824 N.E.2d 388, 399 (Ind. Ct. App. 2005). On this rec-
ord, no reasonable jury could find that PEM and Peters Broad-
cast had a preliminary agreement containing all essential
terms. Contracts exist so that parties can protect their rights.
When parties engage in joint business but leave unanswered
essential terms, a court should not supply those terms. Ac-
cordingly, the district court correctly dismissed Count I and
Count IV.16
B
To establish fraud or fraudulent misrepresentation, Peters
Broadcast must prove that (1) the defendants made a material
statement of past or existing fact; (2) that was false; (3) the de-
fendants knew or were reckless to the fact that it was false;
(4) the defendants made the statements with the intent to de-
ceive; (5) Peters Broadcast reasonably relied on the statement;
and (6) Peters Broadcast suffered an injury proximately
15 The audio recording of the oral argument for this case may be found on
the court’s website. Counsel’s description of the preliminary agreement
begins at 5:46.
16 Because there is no contract, Count IV falls with Count I. “Fraudulent
inducement occurs when a party is induced through fraudulent misrepre-
sentations to enter into a contract.” America’s Directories Inc. v. Stellhorn
One Hour Photo, Inc., 833 N.E.2d 1059, 1068 (Ind. Ct. App. 2005); see also
Judson Atkinson Candies, Inc. v. Kenray Assocs., Inc., 719 F.3d 635, 639 (7th
Cir. 2013).

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No. 25-1519 13
caused by the false statement. Kesling v. Hubler Nissan, Inc.,
997 N.E.2d 327, 335 (Ind. 2013), superseded by statute on other
grounds, I ND. C ODE § 24-5-0.5-3 (2014); Wise v. Hays, 943
N.E.2d 835, 840 (Ind. Ct. App. 2011). Fraudulent misrepresen-
tation additionally requires a showing that the defendant in-
tended to induce the plaintiff to act. Wise, 943 N.E.2d at 840.
Peters Broadcast bases its fraud claims on two statements
that Mr. Miller allegedly made to Mr. Peters at their first in-
person meeting, which occurred in July. The first is Mr. Mil-
ler’s alleged claim that he had sufficient resources of his own
to fund the work on the Crown Castle project.17 The second is
Mr. Miller’s alleged claim that he owned trucks that were out-
fitted and able to complete cell site work.18
It is undisputed that both claims, if they were made, were
false. Mr. Miller obtained a loan to fund his work and used
trucks paid for by Knudson. Mr. Miller and PEM submit,
however, that Mr. Miller’s alleged statements were not fraud-
ulent because he had no duty to disclose the source of the
money or the trucks. It is true that there is no actionable fraud
where a party is silent about a matter it has no duty to dis-
close. First Bank of Whiting v. Schuyler, 692 N.E.2d 1370, 1374
(Ind. Ct. App. 1998). But Peters Broadcast’s theory of the case
is not that Mr. Miller was silent as to the source of funding
and trucks, but rather that when he spoke, he was not truth-
ful, and that the falsehood was material to Peters Broadcast’s
decision-making process. When a party “undertakes to
17 R.95 at ¶¶ 35, 36; R.142-2 at 22:15 (“He assured me it was all his
money.”).
18 R.95 at ¶ 26; R.142-2 at 24:01–02 (“And he assured me that he had trail-
ers, trucks.”).

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14 No. 25-1519
disclose facts within his knowledge, he must disclose the
whole truth without concealing material facts….” Ind. Bank &
Trust Co. of Martinsville v. Perry, 467 N.E.2d 428, 431 (Ind. Ct.
App. 1984).
Peters Broadcast’s claims nevertheless fail for a different
reason: There is no evidence that it relied on either of these
statements. Reliance requires that the plaintiff take “some
kind of action in response to the misstatement.” BSA Constr.
LLC v. Johnson, 54 N.E.3d 1026, 1032 (Ind. Ct. App. 2016). It is
undisputed that PEM and Mr. Miller had already started
working on the Crown Castle sites when these statements
were made in July. Further, Mr. Peters testified that in May,
prior to the meeting, he was relying on Smith’s representa-
tions when he decided to give PEM access to the sites, not
Mr. Miller’s.19 Indeed, Peters Broadcast could not have relied
on these statements to its detriment because it had already
given Mr. Miller and PEM access to the sites when they were
made.
Even if Peters Broadcast relied on the statements by re-
maining in the business relationship, the record does not con-
tain any evidence about how many additional sites PEM
worked on after these representations were made. We know
only generally what occurred between the parties after this
meeting. Since there is no evidence in the record from which
the jury could find reliance, summary judgment on Counts III
and VI was proper.
19 R.142-2 at 23:08–12.

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No. 25-1519 15
C
To prove its unjust enrichment claim, Peters Broadcast
must establish: (1) that it conferred a benefit upon PEM at the
express or implied request of PEM; (2) that allowing PEM to
retain the benefit without restitution would be unjust; and (3)
that it expected payment. Woodruff v. Ind. Fam. & Soc. Servs.
Admin., 964 N.E.2d 784, 791 (Ind. 2012); see also Zoeller v. E.
Chic. Second Century, Inc., 904 N.E.2d 213, 220 (Ind. 2009). In-
diana courts understand unjust enrichment “as a doctrine to
‘promote justice and equity.’” Lady Di’s, Inc. v. Enhanced Servs.
Billing, Inc., 654 F.3d 728, 736 (7th Cir. 2011) (quoting Wright
v. Pennamped, 657 N.E.2d 1223, 1229 (Ind. Ct. App. 1995)).
Peters Broadcast made a payment of $46,365.50 to PEM
but charged it back when PEM cashed the check. Mr. Peters
testified that he believed the charge-back recouped his losses.
In light of the charge-back, there was no benefit conferred and
no repayment expected.
Peters Broadcast also contends that PEM received a “ben-
efit” when Peters Broadcast paid for equipment and crews. A
“benefit” can be conferred where “one is saved from expense
or loss,” Coppolillo v. Cort, 947 N.E.2d 994, 999 (Ind. Ct. App.
2011) (citation modified), and this would have reduced PEM’s
losses. However, there is no evidence that PEM requested that
Peters Broadcast pay crews or supply equipment. Peters
Broadcast has also presented no evidence that PEM impliedly
requested that they pay those expenses. Peters Broadcast’s
payment of expenses, on its own, does not establish an im-
plied request. See Ritzert Co., Inc. v. United Fid. Bank, FSB, 935
N.E.2d 756, 763 (Ind. Ct. App. 2010).

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16 No. 25-1519
Finally, there was a payment of $6,000 from Peters Broad-
cast to PEM in August. Unlike the other payment, there is no
evidence that this sum was charged back or that PEM re-
turned it to Peters Broadcast. However, there is also no evi-
dence that PEM requested this payment. Indeed, the uncon-
troverted evidence shows that PEM incurred approximately
$36,000 in expenses related to the Crown Castle project, and
that Peters Broadcast was paid approximately $118,000 by
Crown Castle for the work that it and PEM completed. Con-
sidering PEM’s expenses and Peters Broadcast’s gains, there
is nothing unjust about PEM retaining the $6,000. Lady Di’s,
654 F.3d at 736 (“There is simply nothing inequitable or unjust
about the plaintiff paying for services it ordered and re-
ceived.”); SelectSun GmbH v. Porter, Inc., 928 F.3d 550, 556 (7th
Cir. 2019) (“Porter received no benefit, much less unjust en-
richment, by receiving partial payment for the yacht it manu-
factured and then delivered ….”). Summary judgment on the
unjust enrichment claim was proper.
D
Indiana recognizes the tort of negligent misrepresentation,
adopting the definition found in the Restatement (Second) of
Torts § 552(1). U.S. Bank, N.A. v. Integrity Land Title Corp., 929
N.E.2d 742, 747 (Ind. 2010). The Restatement provides:
One who, in the course of his business, profes-
sion or employment, or in any other transaction
in which he has a pecuniary interest, supplies
false information for the guidance of others in their
business transactions, is subject to liability for
pecuniary loss caused to them by their justifia-
ble reliance upon the information ….

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No. 25-1519 17
R ESTATEMENT (S ECOND ) OF TORTS § 552(1) (A.L.I. 1977) (em-
phasis added).
Indiana courts originally limited this tort to employee-em-
ployer disputes. Troth v. Warfield, 495 F.Supp.3d 729, 743
(N.D. Ind. 2020) (citing Eby v. York-Division, Borg-Warner, 455
N.E.2d 623 (Ind. Ct. App. 1983)). It has expanded recently, but
only to situations in which the relationship between the par-
ties can be characterized as “advisory.” Jeffrey v. Methodist
Hosps., 956 N.E.2d 151, 157 (Ind. Ct. App. 2011). A relationship
is advisory when one party has “superior knowledge and ex-
pertise,” is in the business of giving advice or supplying in-
formation, and is compensated for providing the information.
Id. at 157. Indiana courts have recognized brokers, attorneys,
and surveyors as some professions that fit this description. Id.
at 156 n.7.
Peters Broadcast argues that Mr. Miller made his state-
ments to PEM to “provide guidance” to Peters Broadcast in
their business transactions. This stretches the concept of
“guidance” beyond what Indiana courts envision. Indiana
courts have extended this tort only to situations in which the
defendant’s primary purpose in speaking is to provide ad-
vice, such as in the case of attorneys or brokers. Id. at 156 n.7.
But Mr. Miller was not retained by Peters Broadcast to give
advice on completing the project. He made his statements in
the context of a contract negotiation. While it may be foresee-
able that the other party in the negotiation will rely on the
statements, that does not mean that the statements were pro-
vided as “advice.” Cf. Tri-Pro. Realty, Inc. v. Hillenburg, 669
N.E.2d 1064, 1069 (Ind. Ct. App. 1996) (observing that a seller
who falsely claimed to own property at the time of sale did
not provide a “professional opinion”). Accordingly, the

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18 No. 25-1519
district court did not err by granting summary judgment on
Peters Broadcast’s negligent misrepresentation claim in
Count VII.
E
The only remaining claim against PEM and Mr. Miller is
Count VIII, a claim for tortious interference with business re-
lations, which is premised on Mr. Miller’s communications
with Crown Castle. The elements of such a claim are: “(1) the
existence of a valid [business] relationship; (2) the defendant’s
knowledge of the existence of that relationship; (3) the de-
fendant’s intentional interference with the relationship;
(4) the absence of justification; and (5) damages resulting from
the defendant’s wrongful interference with the relationship.”
McCollough v. Noblesville Schs., 63 N.E.3d 334, 344 (Ind. Ct.
App. 2016). Only the fourth and fifth elements are disputed,
and the fourth element is dispositive.
A “lack of justification” requires that the defendant’s ac-
tion was “malicious and exclusively directed to the injury and
damage of another.” Morgan Asset Holding Corp. v. CoBank,
ACB, 736 N.E.2d 1268, 1272 (Ind. Ct. App. 2000) (quoting Win-
kler v. V.G. Reed & Sons, Inc., 638 N.E.2d 1228, 1235 (Ind. 1994)).
“[T]he existence of a legitimate reason for the defendant’s ac-
tions provides the necessary justification to avoid liability.”
Id.
Peters Broadcast argues that Mr. Miller lacked justification
because Mr. Miller was not actually a subcontractor of Peters
Broadcast when he contacted Crown Castle requesting help
to obtain payment from Peters Broadcast. But PEM had a “le-
gitimate reason” to contact Crown Castle: It had not been paid

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for work that it had completed on Crown Castle sites.20 Peters
Broadcast admits that, after the charge-back, it paid only
$6,000 to PEM and does not dispute that PEM incurred
$36,000 in expenses. On this record, a jury could not conclude
that Mr. Miller contacted Crown Castle exclusively to injure
Peters Broadcast.
F
Only Count II—a request for declaratory relief against At-
lantic and Chesapeake, PEM’s insurers—remains. Because
there are no claims against PEM and Mr. Miller for which the
insurers could owe coverage or indemnification, there was no
error in granting summary judgment sua sponte in the insur-
ance companies’ favor.
Conclusion
The judgment of the district court is affirmed.
AFFIRMED
20 R.142-9 at *3.

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