Promissory estoppel; Zaremba Equip, Inc v Harco Nat’l Ins Co; Denial of request to amend the complaint; Failure to submit a proposed amended complaint; Futility

Holding that plaintiff failed to provide sufficient evidence that he was promised an ownership interest in defendant-Bluestone, the court affirmed summary disposition for defendants on his promissory estoppel claims. It also found that the trial court did not err in denying his request to amend the complaint because amendment would not have been justified. Plaintiff asserted that he had a right to a 25% interest in Bluestone. But the court found that the “testimony unequivocally established that” defendant-Roth, Bluestone’s director and sole officer, “never made a promise to plaintiff, let alone a clear and definite one.” Plaintiff conceded this, but contended that any representation made by defendant-Vickery bound “Roth because they were partners under the Uniform Partnership Act.” However, even assuming that they “were partners, Vickery did not make plaintiff any clear and definite promise of ownership involving Bluestone.” The court concluded that plaintiff’s affidavits “described invitations to join a new enterprise, not definite or clear manifestations, intentions, or promises to make plaintiff a part owner of the already-existing Bluestone. Promissory estoppel applies only when the pertinent facts and the wrong to be prevented are not in doubt.” The court determined that there was no question here “that Vickery’s discussions with plaintiff did not include any promises to transfer an ownership interest of Bluestone on which plaintiff could have reasonably relied.” Affirmed.