from the United States District Court for the Southern
District of Texas
DAVIS, STEWART, and ELROD, Circuit Judges.
JENNIFER WALKER ELROD, CIRCUIT JUDGE.
Truckload appeals an adverse judgment following a jury trial.
Because Universal Truckload fails to demonstrate reversible
error, we AFFIRM.
Dalton Logistics is a shipping broker. Dalton spearheads its
clients' large-scale shipments of heavy-duty freight such
as oil-field equipment and rigs. Two of Dalton's former
clients-Helmerich & Payne International Drilling Co. and
Hess Corporation-are co-appellees in this appeal. H&P and
Hess hired Dalton to coordinate the transportation of
disassembled oil rigs. Dalton outsourced the trucking to
appellant Universal Truckload. Dalton owed Universal
Truckload $1.9 million for the trucking services it provided.
Dalton never paid Universal Truckload for its services and
Universal Truckload sued Dalton, H&P, and Hess.
surface, this case seems simple: Party A provided shipping
services to Party B, and Party B never paid. But many of the
key issues in this case turn on another part of the story. In
response to Universal Truckload's lawsuit, Dalton
counterclaimed, alleging that Universal Truckload had
promised to purchase Dalton but never fully finalized the
deal, instead stringing Dalton along for over a year. Dalton
says that it entered into the shipping contracts with H&P
and Hess entirely at Universal Truckload's direction and
that Universal Truckload had even told Dalton not to
pay the debt owed to Universal Truckload on these projects.
Dalton complains that it spent all of its cash-burning every
last asset-at Universal Truckload's direction with
constant assurances that the purchase would soon be
finalized. Dalton's legal theory, successful at the
district court, was promissory estoppel: Dalton spent
millions in reliance on the ultimately broken promise that
Universal would take over soon. The facts comprising
Dalton's counterclaim are detailed below.
March of 2013, Dalton lost a lucrative contract. Without that
business, Dalton struggled financially. Dalton's
executives had to decide whether they should restructure the
entire company to stay afloat or take the profits and unwind
the company completely. Dalton's executives settled on
the latter. President Dick Meredith and Vice President of
Operations Jack Robison planned to take their profits, close
their operations in North Dakota, and return to Texas. As
part of closing shop, Dalton contacted Universal Truckload,
whom they regularly worked with, and told Universal Truckload
to take its trucks out of North Dakota because Dalton would
no longer be needing them. However, instead of taking the
trucks back, Universal Truckload's president, Marc
Limback, expressed interest in buying Dalton. Dalton was open
to the idea but told Universal Truckload that the deal would
need to happen quickly because Dalton lacked the cash
sufficient to last long on its own.
who had "already shut [the] company down,"
"cranked it back up" at Universal Truckload's
request. Universal Truckload sent Dalton an Indication of
Interest Letter and then Don Cochran, president of Universal
Truckload's parent company, and Limback came to North
Dakota in April to see Dalton's operations in person.
Dalton claims that since the initial conversation regarding
purchasing Dalton, Limback and Cochran were in near-constant
communication with Dalton about the purchase, routinely
giving assurances that a deal would be finalized soon.
31, 2013, Universal Truckload officers met with Dalton
officers in Detroit, Michigan. Dalton alleges that at this
meeting, it reminded Universal Truckload that time was of the
essence considering Dalton's dwindling financial
resources. Dalton alleges that Universal Truckload responded
to this with an offer to buy Dalton for $25 million, but
Universal Truckload claims that this agreement was never
after the May 31 meeting, Universal Truckload became
embroiled in internal political upheaval. A new merger left
the old officers- who had promised to purchase Dalton-at odds
with the new officers-who allegedly did not want the deal.
Dalton claims that it continued to remind Cochran that it was
running low on cash and needed the deal done quickly and that
Cochran continually reassured Dalton that the deal was almost
finalized. These assurances that the deal would eventually
work out allegedly continued for months, all while Dalton
continued to deplete its resources to keep the company
operational for Universal Truckload's promised buyout.
August 2013, Dalton sent financial statements to Universal
Truckload. Three weeks later, Universal Truckload sent Dalton
an Asset Purchase Agreement offering $10.3 million upfront
with a potential two-year earn-out totaling $24.3 million.
Dick Meredith called Cochran to object to the new terms and
Cochran agreed that this was not the deal Universal Truckload
and Dalton had struck in May. Cochran assured Dalton that he
would be able to get the executives at Universal Truckload to
agree to get something done.
early 2014, Cochran allegedly urged Dalton to
"[i]ncrease [its] revenue" by "getting outside
help, other cranes, other trucks and so forth, to be able to
. . . help us do more rigs." Dalton did not have enough
cash to pay Universal Truckload for trucks so Universal
Truckload increased Dalton's credit limit and provided
the trucks on credit.
after eighteen months, Universal Truckload executives
overruled Cochran, demanded Dalton repay the $1.9 million,
and called Dalton's bond. At this point, Dalton had no
money to repay Universal Truckload as it had been paying to
keep the company afloat for over eighteen months. Dalton,
which was valued at $5.7 million in April of 2013, now had no
assets, and instead owed Universal Truckload $1.9 million.
Truckload sued Dalton, H&P, and Hess to recover the
unpaid bills. It brought the same claims against each
defendant, alleging breach of contract, breach of
quasi-contract, and breach of a sworn account. It argued that
all defendants were liable for Dalton's debt under
theories of equitable subrogation, agency, and ratification.
Dalton counterclaimed alleging breach of contract and, in the
alternative, promissory estoppel.
moved for summary judgment on all of Universal
Truckload's claims against it. The district court granted
Hess's motion and determined that Universal
Truckload's breach of contract claim failed as a matter
of law because Universal Truckload failed to present any
evidence that Hess consented to the terms of a shipping
contract with Universal Truckload. Universal Truckload's
other claims against Hess also failed as Universal Truckload
"failed to cite, nor [could the district court find], a
single case holding that a shipper is liable to a carrier of
freight without some sort of contract existing between the
Truckload's claims against H&P were partially
dismissed at summary judgment. On H&P's motion, the
district court dismissed Universal Truckload's claims
alleging H&P was liable to Universal Truckload for the
loads Universal Truckload subcontracted out. The remaining
claims- regarding the loads Universal Truckload moved
itself-proceeded to trial. At the close of a week-long trial,
the jury found that Universal Truckload had no contract with
H&P, and therefore, Universal Truckload could not recover
Universal Truckload's claims against Dalton, and
Dalton's crossclaims against Universal Truckload,
proceeded to a jury trial. The jury found that Dalton should
recover under a promissory estoppel theory. Dalton was
awarded $5.7 million in reliance damages-the difference
between the amount of cash it had on hand before Universal
Truckload's promise and the "zero" balance in
its bank account when Universal Truckload called its bond.
The jury awarded Universal Truckload the $1.9 million in
freight charges that Dalton owed. The court, however,
concluded that the $1.9 million was incurred in reliance on
Universal Truckload's promises and therefore awarded
Dalton a $1.9 million offset against Universal
Truckload's breach of contract claim.
Truckload raises four issues on appeal, asking this court to:
(1) reverse the judgment for Dalton because there was not
sufficient evidence to support Dalton's claim of
promissory estoppel; (2) reverse the district court
determination that the $1.9 million awarded to Universal
Truckload for breach of contract be offset because it was
entered solely in reliance on Universal Truckload's
promise; (3) reverse the judgment in favor of H&P and
award Universal Truckload the freight charges for Universal
Truckload's transportation of H&P's freight; and
(4) reverse the grant of summary judgment in favor of Hess
and award Universal Truckload the freight charges owed by
jury awarded $5.7 million to Dalton. After the jury verdict,
Universal Truckload sought a JMOL reversing that award. The
district court denied that motion and now Universal Truckload
asks this court to reverse the district court's denial of
the JMOL, in effect reversing the jury verdict. Universal
Truckload advances three arguments for reversal. First,
Universal Truckload asserts that it never promised to
purchase Dalton. Second, even if it did promise to purchase
Dalton, Universal Truckload claims Dalton's reliance on
the promise was unreasonable. And third, even if Dalton had a
viable promissory estoppel theory, Universal Truckload
contends that there was insufficient evidence that Dalton
spent $5.7 million in reliance on Universal Truckload's
promise. Because there was sufficient evidence to conclude
Universal Truckload made a promise, Dalton reasonably relied
on the promise to its detriment, and that reliance caused
Dalton $5.7 million in damages, we affirm the district
court's denial of the JMOL and the jury verdict on
Dalton's promissory estoppel claim.
parties contest the standard of review applicable to the
challenge of the denied JMOL. Universal Truckload argues that
it preserved this issue in the district court through its
Rule 50(a) motion and renewed Rule 50(b) motion. It therefore
asks this court to review its arguments de novo.
See Foradori v. Harris, 523 F.3d 477, 485 (5th Cir.
2008) (explaining that this court reviews "de novo the
district court's denial of a motion for judgment as a
matter of law, applying the same standard as the district
court" (quoting Int'l Ins. v. RSR Corp.,
426 F.3d 281, 296 (5th Cir. 2005)). However, in its Rule
50(a) motion, Universal Truckload did not challenge any
promissory estoppel theories. Its Rule 50(a) motion pertained
to: insufficient evidence of a valid contract, insufficient
evidence of benefit-of-the-bargain damages, and insufficient
evidence of reliance damages. After the verdict, in its Rule
50(b) motion, Universal Truckload raised arguments about
promissory estoppel. But, we have explained that a "Rule
50(b) motion is technically only a renewal of the Rule 50(a)
motion," and therefore, the movant "cannot assert a
ground that was not included in the original motion."
In re Isbell Records, Inc., 774 F.3d 859, 867 (5th
Cir. 2014) (alterations and internal quotation marks omitted)
(quoting Mozingo v. Correct Mfg. Corp., 752 F.2d
168, 172 (5th Cir. 1985)). Dalton correctly asserts that
Universal Truckload's arguments that a promise was not
made or reasonably relied upon, raised for the first time in
the Rule 50(b) motion, are not preserved. We therefore review
them for plain error. See Seibert v. Jackson Cty.,
851 F.3d 430, 435 (5th Cir. 2017).
Truckload's argument that there was insufficient evidence
to support the $5.7 million jury verdict was preserved in its
Rule 50(a) motion and renewed in its Rule 50(b) motion. It is
therefore reviewed de novo. Streber v.
Hunter, 221 F.3d 701, 730 (5th Cir. 2000). However, the
standard under which it is reviewed is itself deferential to
the trial court, drawing "all reasonable inferences and
resolv[ing] all credibility determinations in the light most
favorable to the nonmoving party." Foradori,
523 F.3d at 485; see also id. (noting that
"unless there is no legally sufficient evidentiary basis
for a reasonable jury to find as the jury did" this
court must uphold the verdict (internal quotation marks and
citation omitted)); Seibert, 851 F.3d at 434-35.
the Erie doctrine, this court must apply substantive
state law in diversity jurisdiction cases. Erie R.R. v.
Tompkins, 304 U.S. 64, 78 (1938). Here, the parties
agree that Texas law applies. The elements of promissory
estoppel in Texas are: "(1) a promise, (2) reliance
thereon that was foreseeable to the promisor, and (3)
substantial reliance by the promisee to his detriment."
J.D. Fields & Co. v. U.S. Steel Int'l, 690
F.Supp.2d 487, 503-04 (S.D. Tex. 2009); see also
MetroplexCore, L.L.C. v. Parsons Transportation, Inc.,