court granted summary judgment to the defendants on all of the claims in the complaint it's our view that there were disputed issues of fact with respect to nearly every element of every claim that we raised but that should have been presented to the jury and for that reason we are here seeking the court's reversal and remained of the decision of the district court this case i believe is largely about the proper application of the summary judgment standard the rules on summary judgment are well settled facts are supposed to be viewed in the light most favorable to the plaintiff credibility disputes are not supposed to be made by the court every inference is to be drawn favor of the plaintiffs and it's our view that time and time again the district court and particularly the magistrate judge didn't properly apply those principles to this case for example that the magistrate judge placed a great deal of importance on a letter that terry brennan sent the plaintiff in february of two thousand and six the magistrate judge overlooked and didn't say anything about mr saliers response to that letter the letter said you will have a six month period of trial employment the magistrate said that's the only writing demonstrating any agreement in this case well there's testimony in the record from mr saliers that after he received that letter he called terry brown and spoke with mr brennan and asked if that changed anything about the agreement they had reached a couple weeks before in person when they met mr brennan said absolutely not this is the way i need to do it i just need six months to get the transition document together the magistrate didn't say anything in her opinion about that testimony which is very important and would certainly clarifies or at least create some questions about whether or not this february two thousand and six letter was the entire agreement between the parties and ever allowed or also said after six months we will discuss other options or i wrecked well done that show sort of a lack of agreement of what those other options would be late judge they had already agreed before that letter was written that this was going to be a transition of ownership that mr brennan needed six months to put the documents together and that that's what this trial period was for and what are the what were the terms of this transition the transition judge that the terms were that terry brennan was going to transition brennan builders to mr saliers over a two year period but for the first six months the first step of the transition would be a six month trial period to give mr brennan time to get these papers and what were the terms of the transition the terms of the transition where the they would occur over a two year period well but i mean at what price or you know what kind of ownership or what was your client going to pay for those no price judge this is in that it's important to understand the background the context of the relationship between mr brennan and mr s these two had met in april of one nine hundred ninety eight mr saliers in mr brennan worked together on a project mr brennan was very impressed with mr saliers work when the project ended they had a discussion about coming to work for mr brennan over the years they stayed in touch they became close friends steve sours describe the relationship as mr brennan was like a mentor to him but was there any documentation in any of the communications  about payment for the business that it was either zero as yours seemingly suggesting or that a certain amount would be the payment for the business as there was never a discussion about payment until four years after the agreement was reached in january of two thousand does that mean the agreement was that the agreement wasn't mr sal yours at mr brennan's request this was all mr brennan's idea because mr brennan didn't have anybody to turn the business over to because he couldn't sell the business because he wanted to be furtive his customers because he was ready to retire because he had enough money these are all things that were said leading up to this january meeting and they were of two thousand and six meeting and they have been said many times when mr sellers and mr brennan got together in early two thousand and six this discussion had played out many times over the years there was not discussion about a payment because mr brennan was going to transition the business to mr sellers gradually so that mr sanders could though show that he can do the work develop the relationships continue the relationships with mr brennan's customers and for that within the two year period mr brennan was going to transition this business to mr sellers it's not is not enough you know what do you make of that i see in february of two thousand and seven your client writes him self a private note the page five twenty six of the record and part of it says that aside from entering into any agreement until the l l c is drafted that i have no idea what the terms are amounts are going to be this is what your client saying to himself well how do we supposed to divine what the terms and or amounts are going to be if your own client yes that letter was written a year after the agreement that's at issue in this case was reached in early two thousand and six is when brennan mr brennan and mr saliers m and came to the supreme and in february of two thousand and seven mr by that point in time mr brennan hadn't followed through with what he said he was going to do you keep using the words what is agreement is there a document  started out in your argument this february sixth letter by brennan is that the agreement you know judge absolutely not what is the agreement the agreement was a verbal agreement that was reached in early two thousand and six between mr brennan and souders that mr brennan would transition brennan builders to mr sellers over a two year period and that the specific details the fine details of the transaction would come within six months when mr brennan was going to present the document to mr souers six months came and went in there was no document mr souers went to mr brennan said where's the document mr brennan didn't say i don't know what you're talking about steve there's going to be some know it's in the plead in the preamp and it's a two thousand and eleven decision by the ohio court of appeals and it seems like a very similar case of an employer's alleged oral promise to give the employee an ownership interest and they held that wasn't sufficient to form a binding contract because it was vague that lacked any definite timeframe in which the transfer in a did not include any monetary payment amount and how do you distinguish that case is we have in this case we have a definite timeframe it's within two years that's definite enough there was new discussion about a monetary payment because that's not what mr brennan ever asked for you know the offer from mr brennan was i need you to take over my business i will transition it to you over your impl from that he was going to do it for a not for free judge mr brennan got a got a big benefit out of mr sal years coming in to work for him only also paid him the salary paid him he paid him but mr  cincinnati and took this job based on the representation that he would become an owner of this company what's your strongest case that you think is directly comparable that would be put sustain your position here judge i don't there's not a case directly with the facts very similar to this the strongest case i believe from this court is arnold palmer versus fuqua which is that it's up to a finder of fact to determine from all the facts and circumstances whether a contract was intended and then beyond that the general contract principles are there jury questions about whether an offer was made whether it was accepted whether was consideration and whether it was breached i think all these questions are for a jury to decide hearing the testimony from mr saliers about his relationship with mr brown and all the events and discussions that led up to this why it was reasonable for mr saliers to trust mr brennan except what he's saying this was not mr sellers was not  taking over i b m or p and g this was a very small business it was successful but it had very few employees it didn't have a ton of assets it had a truck a couple trucks it had some computers and equipment this business was contracting it didn't have mr brennan didn't have a lot of equipment i don't know they had any put in all of his work with subcontract kuntz or contradict a contracted out so there wasn't a big asset to buy it was as mr brennan said t another example of the court's misapplication of the summary judgment principles is the fact that there are documents judge you mentioned one but there are four or five documents in the record where mr soule yours is going to mr brennan saying we have this deal i want to get this your green mint in place if you're not going to be a part if you don't want to be my partner say so and not once not a single time over four years did mr brennan ever say starr's i don't know what you're talking about not once did he ever deny in writing in the face of these four or five pieces of communication from mr serry brennan never said we've got to talk there's a misunderstanding i don't know what you're thinking i don't know what you're talking about but clearly we're not on the same page that never happened it's and that's more like an agreement to negotiate an agreement in the future and rather than and then an actual agreement would that be a better more accurate way to describe i would say that it's close and there was a discussion where the essential terms of the of the agreement reached in early two thousand and six the fine details of what were the essential terms other than that they would transfer only ship over this sort of nebulous justice it's just to state that only but what what what really were the terms of if an agreement was reached that those were the terms for the transfer of ownership within the two year period mr brennan would have a transition document put put together that's not an agreement because there's no binding there begin this is not a payment this is not a purchase of a business this is a transfer and everybody can say why would mr brennan do this what were his motives but this is what mr brennan offered mr sa some of the problems with the appellant's case here particularly with the breach of contract case i think the district court got it right in a lot of ways and that is this is kind of a grievance looking for a cause of action right from from the way the complaint was drafted all the way through mr tertius argument today it's it's it's a breach of contract maybe it's expressed but we can't really point to a writing in the complaint there's also mention of an implied contract maybe maybe there was some implicit agreement between the parties but it's really hard to nail that down when that happened and if it was an acquired contract maybe was acquired by contract maybe there's some promissory estoppel going on here and if and if it's not that maybe something really more heinous maybe it's a fraud claim actually so i mean this is just a a a disappointed former employee that's looking for some cause of action that doesn't fit in and there wasn't let me hasten to add that was any type of misapplication of rule fifty six here in the district court below construed every single fact in mr sal years favorable there was no way no facts here in this court as i said in my paperwork they don't have to weigh any facts and make any credibility determinations to affirm what the district court did below  assume that the district court would have expressly wrote in her opinion that yes mr saleyards at some point before he started called terry brennan and mr brennan said yeah nothing has changed steve what was th name was mr size going to get to keep the brennan builders name was all of that important if the essence of the agreement is that there's going to be a transfer except for the fact that saleyards has been working as an  employee to work simming that that's what the contract was why why do you need all of that little bit of information because those are the essential terms because ohio losses that the essential terms of the contract  have to be known they have to be ascertainable a court can't create a contract for the parties and those aren't just details those are essential terms how is a transfer going to take place mr saliers can articulate that because it was never discussed between the parties and in fact we know that the parties had different views about that because they actually did exchange letters of intent in two thousand and ten and mr sires letter of intent said that mr brennan was going to stay on as a contractor he get to keep the bridge builders name and old by the way he's going to pay for the company he's going to pay from post transaction revenues a bit unusual for a transaction but nonetheless he was going to pay something for that when i asked m deposition if you already had agreement he was going to give you the company why would your first offer to him in writing be that you were going to pay him he had no explanation for that not when mr there was another there was a counteroffer by mr brennan in writing wasn't complicated but it wasn't writing a page and a half mr brennan was not going to remain involved in the business the cost would be one point four million up front for mr cyrus to purchase the business and he wouldn't be allowed to use the printer builder's name neither party had any idea how this transition was going to work four years earlier but that's the quote agreement that mr souers wants this court to enforce it's impossible to enforce because the essential terms aren't there and that's why it's important so to and i think judge clay had it right there giving every benefit of the doubt to the plaintiff if there were discussions which by the way to center paperwork and you don't have to resolve these but they're all hotly disputed by brown mister and by the way when he said he never told mr souers what are you talking about the record doesn't say that he did he didn't put it in writing but mr brennan testify that he went to steve mr stiers every time he got an e mail from mr starr's and he said what are you talking about you know if this business is transferred is going to be transferred on denied what mr sires was saying what was what was the agreement between the parties i want you to assume that mr brennan never denied it in orally or in writing what were the terms of the contract even assuming everything was decisive there's no essential ask you a question i'm sorry your opponent has said that the terms were that the brennan was going to give the business to his clients out years and he doesn't want to use the word give because he's calling this contract but why isn't that a very simple contract i would give you the business in exchange for your coming to work for me for six months and learning the business because i have known you for years and i think of you as a son in addition to what i said earlier judge more about that still not enough terms right i'm going to give you the what's the business going to be called you have to have the name for the business in a contract in order for it to be a contract that is not a live ohio or whatever state this is i do believe that some of the essential terms such as whether or not the former owner is going to stay involved for how long when's a transition going to occur sometime over the next year and a half or two years that's pretty vague to which court how courts have said there's got to be a definite time where the contract was to take place and but also the other essential element as a matter of law for a contract consideration what's the consideration here for the gift is a don't it's a don't have intent is has argued that the consideration is coming to work for six months why would that not be enough because mr souers was indisputably unemployed at the time he didn't give up anything he he wasn't it he that there was no detriment to move from another state which he might have preferred to live in i'm just not aware of any case law that suggests that that is sufficient consideration for the gift of a of a successful multimillion dollar business to a plaintiff i'm just not aware that the those facts in of themselves can consist of what's your best case you think that supports your position that the essential terms are missing here the rate dr case is right on board which we cited it's right on board all of those cases that we cited involving the that the transfer of a business and why they're asked to be a riding with the essential terms of the cases that we cited the crown crown carcase all of those in our paperwork before this court lay out in ohio what the terms have to be when you're talking about a business transaction they also talk about by the way what's reasonable really science is in this in this context with respect to a quality contract and even in that and mr to tortue says in the arnold palmer case cited by this court there was a six page letter of intent in that case a six page  was scrutinizing to determine whether or not there was actually an agreement between the parties and the courts and you know what we can tell it's pretty detailed there are some items that are left out and so there are some detail that needs to be but on the other hand maybe a jury could could determine that this is an enforceable contract ironically even in this case even when mr sal years gives the letter of intent in two thousand and ten to mr brennan what's that letter of intent say this is not a binding contract there's going to be something that fills in all the essential terms later and that was four years later even mr sires attorney realized that a letter of intent is probably not legally enforceable and now mr starr is wants his court to enforce something even something much more remote than that much more vague than that that doesn't have any of the terms in writing and any of the terms about how the business is to proceed or when the business is going to going to actually transfer over how what is going to be called what is all going to what's going to happen with all saying you can have a stock but i'm going to take all the assets with me we don't know because the the records absolutely barista that evidence record have any evidence that there was or that there were assets yes it that the terr one hundred percent shareholder of a bridge builders and yes that he went to his offices every day and that there was desks and chairs and computers and backhoes and yes the record absolutely has that evidence here but you know at the very least  assuming the facts considering the facts in favor of mr sal years your client led him on to believe that there would be a transition of ownership if you believe me which we have to because  version at most what you what the court can glean from the from the disputed record is that yes there was discussion about well heck even mr burton acknowledges that in two thousand and nine that he sent a credit application number one had ever been presented to mr sarris we'd be dealing with a different case here because then there would be some terms that the court could enforce or not enforce but you don't think it's enough just that he's leading them on well keep working for me because i am going to propose on the middle transfer of the business to i think maybe judge him you're getting into the promissory estoppel claim was maybe should is there enough evidence to suggest that mr souers was entitle to rely on these alleged promises and again for all the reasons we set forth in our paperwork the answer as a matter of law is no the reason the reliance was as a matter of law unreasonable that in a business transaction such as what was being discussed here that it is unreasonable as a matter of law ohio law to rely on oral representations oral assurances when both parties understand that a writing has to come later that that define the terms of the business transaction that is and so that's exactly what mr sires did here if you saggers and that is there are oral statements made about i'm going to transfer the business just hang on mr sires keep working for me even though i'm paying you a handsome salary to keep working for me because i'm going to transfer you that business but every party knew both parties knew there was going to be a writing in fact that's what mr starr's was waiting on terry give me a writing it never developed and ohio law says it's unreasonable as a matter of law to rely on those or representations when you know there's got to be a writing that's going to set forth the terms of that business transaction the best case that you have for that an associate versus diamond seller mansfield square versus big watts heinz innes heinz and associates again and car corp versus chess round that was was referring to earlier that again that  when reliance on a statement is this is this is the quote from all four of those cases reliance on a statement of future intent made prior to the conclusion of negotiations in a business transaction is unreasonable as a matter of law pretty small business but both parties understood when they wanted to exchange offers they knew how to do so they put it in writing the fact mr brennan's letter of intent was only a page and a half is so it wasn't complicated it wasn't complex but it set forth the terms under which he was willing to let go of his company when he was going to let go of his company and what particular assets he was wont to have mr sires have and and mr sal years letter of intent also wasn't all that complex  little bit longer but it was still like think five or six pages so we agree if the parties had wanted to create some type of in forcible contract it would have taken a lot and we have evidence that they tried to do that near the end of their tenure but in fact neither side accepted the other side's offer so if there is going to be a contract that's in force here i respect this may have to be created by this court because the parties did not create the essential terms of a contract to be enforced by this court i've talked a little bit about the the the reasonableness and the lack there of reliance by mr saliers again remember also that at the very beginning of his employment mr brennan wrote him a letter didn't say anything about ownership and and and then mr saggers has the opportunity to confirm what the deal is going to be between the parties mr savage doesn't say anything about ownership and i understand there was allegedly some type of phone call in between his if you're the play and that's where and this goes to the reliance that as far as a fraud claim goes and as that's the case we cited in our opinion says you know as a business person you have to take some responsibility for your own right you have to look out for yourself so if i'm on the phone with them by this promise me to give me their business and i have the opportunity to confirm that in writing which to which mr sires did to fail to do that to to just omit that important turn which mr sawyer said was a was the opportunity of a lifetime that's just negligence that's reckless is how i could that's how i characterize in my brief and i believe it is reckless mr cyrus did nothing to protect himself here even assuming everything he said his deposition was true so again i th is no need to to weigh facts here there's no need to weigh credibility here the lava high is clear that under whatever scenario whatever cause of action this is i was trying to proceed under he does not have a cause of action thank you for your time and want to start with mr cornets argument about the letter of intent in june of two thousand and six that mr sellers wrote please keep in mind that that's four years after the agreement that was reached in breached in early two thousand and six the agreement that is at issue in this case came about between then and june of two thousand and ten mr saliers was repeatedly after mr brennan to do what he said he was going to do when mr got a lawyer and contact in the lawyer contacted mr brennan's lawyer for the first time the lies were exposed mr brennan had repeatedly said we're working on the agreement my lawyers are working on it and in two thousand and ten mr sal learns there is no agreement and there never was there was never a fourth draft how do you know i mean in two thousand and six on this employment agreement which was the only writing right that they actually agreed on was your client's initial six month trial period employment and  a written contract it's only writing relating to that term well but it also has a provision in it that it says that that what no representatives of the company shall have any authority to enter into any agreement for employment or to make any agreement contrary to the foregoing unless it's in writing inside is that's the employment application i want about this or make any agreement green had already been made before mr sawyer signed that was signed in march of two thousand and six the agreement  issue here for the ownership had been made earlier than that in january or february when that when mr signers in mr brennan met in person that agreement was already in place the oral when you're talking oral ownership agreement what that refers to as an employment it says no no specific employment contract well it says in dinner and any agreement for employment for any specified period time comma or to make any agreement contrary to forego unless in writing and sign right but again that's that's after the agreement had already been reached the oral agreement had been reached in february and it's a different subject matter this you know that the implied contract arises from all the surrounding facts and circumstances in the letter in february of two thousand and six is not a con it's not a contract with an integration clause it doesn't say this supersedes everything it was as mr sanders clarified before he came to work with mr brennan the first step one part of an overall transition of ownership so i think part of where the district court the magistrate judge erred was to place so much emphasis on that letter on that letter to the exclusion of all the other facts and circumstances the conduct of the parties everything that happened in this case until september of two thousand and ten when mr salley when mr brennan finally said in writing i deny i deny everything leading up to that the conduct of the parties was to to do what they agreed to do run and constantly said i'm working on the agreement i've got the fourth group draft my lawyers working on it the conduct of the parties is that they're that that they're doing the agreement and one final point is that while mr cornell can talk about all these little details that never took place the fact is in a jury could find that if mr brennan simply did what he said he was going to do put this letter of intent put everything in writing within the first six months