Steven Salyers v. Brennan Builders, Inc.

NOT RECOMMENDED FOR PUBLICATION
File Name: 15a0820n.06
No. 15-3376
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
STEVEN SALYERS,
Plaintiff-Appellant,
v.
BRENNAN BUILDERS, INC. et al.,
Defendants-Appellees.
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ON APPEAL FROM THE UNITED
STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF OHIO
OPINION
Before: MOORE, CLAY, and GILMAN, Circuit Judges.
RONALD LEE GILMAN, Circuit Judge. Steven Salyers is a former employee of
Brennan Builders, Inc. (BBI), a now-dissolved construction company based in Cincinnati, Ohio.
He claims that the company’s owner, Terry Brennan, orally agreed in 2006 to transfer full
ownership of BBI to Salyers at an unspecified future date, under unspecified terms, and at no
cost to Salyers, all in exchange for Salyers’s “best efforts” as an employee. Despite four years of
repeated overtures by Salyers, however, Brennan never provided either oral or written
confirmation regarding the terms of such an agreement. Salyers subsequently filed suit against
BBI and Brennan, alleging breach of contract, estoppel, fraud, wrongful discharge in violation of
public policy, and individual liability against Brennan as BBI’s “alter ego.” The United States
District Court for the Southern District of Ohio granted summary judgment in favor of both BBI
and Brennan on all of Salyers’s claims.

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No. 15-3376, Salyers v. Brennan Builders, et al.
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Salyers appeals, arguing that the district court improperly weighed the evidence and
resolved disputed facts in favor of Brennan and BBI. His argument largely relies on this court’s
holding in Arnold Palmer Golf Company v. Fuqua Industries, Inc., 541 F.2d 584 (6th Cir. 1976),
which stated that “the question whether the parties intended a contract is a factual one, not a legal
one, and, except in the clearest cases, the question is for the finder of fact to resolve.” Id. at 588.
After carefully considering the record on appeal, the briefs of the parties, and the
applicable law, and having had the benefit of oral argument, we conclude that this is one of those
“clearest cases” in which summary judgment is appropriate. See id. Even when construed in the
light most favorable to Salyers, the facts plainly show that no reasonable juror could find that an
enforceable contract to sell BBI existed between Salyers and Brennan as a result of their
2006 conversation. Nor could a reasonable juror find that Salyers reasonably relied on
Brennan’s vague assurances regarding a future transfer of ownership. This is fatal to Salyers’s
promissory estoppel and fraud claims. We further agree with the district court that Salyers was
not wrongfully discharged, and that BBI was not Brennan’s alter ego. Because the reasoning
that supports the judgment for Brennan and BBI on all of Salyers’s claims has been clearly and
comprehensively articulated by Magistrate Judge Stephanie K. Bowman in her 34-page Report
and Recommendation, the issuance of a detailed written opinion by us would be unduly
duplicative and serve no jurisprudential purpose. The judgment rendered by the United States
District Court for the Southern District of Ohio is therefore affirmed on the basis of the reasoning
detailed in Magistrate Judge Bowman’s Report and Recommendation dated February 5, 2015.

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