NOT RECOMMENDED FOR PUBLICATION File Name: 21a0566n.06 Nos. 20

- 6059 / 6090 UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT SALLY HALL, Plaintiff

- Appellant

/Cross

- Appellee ,
v. RAG

- O

- RAMA, LLC, Defendant

- Appellee/Cross

- Appellant
. ) ) ) ) ) ) ) ) ) ) ON APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF KENTUCKY AMENDED OPINION

B efore : BOGGS , GRIFFIN , and MURPHY, Circuit Judges. MURPHY, Circuit Judge. T his case shows that a contract’s bad grammar does not necessarily render it ambiguous. Sally Hall sued her former employer, Rag

- O

- Rama, LLC, when it fired her less than a year after promoting her to an a rea - m anager position
. A poorly drafted sentence in the parties’ employment contract state d : Hall “ is reminded of the non

- competition clause guidelines, as well as, obligating associate managers and higher to one full year of employment on the management team at Rag

- O

- Rama. ” This sentence has an obvious grammar mistake
. Hall says that a reasonable person might understand it as requiring Rag

- O

- Rama to retain her for a year. I n context, however, th e sentence plainly obligated managers like Hall to stay for the year. It did not require Rag

- O

- Rama to do anything and so d id not depart from Kentucky’s default rule allowing the company to fire Hall at any time
. Maybe so, Hall responds, but Rag

- O

Rama also fraudulently induced her to take this job with additional oral promises it did not keep
.Nos. 20

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- O

- Rama, LLC

2

Yet Hall could not have reasonably relied on th o se oral promises because the y conflicted with the part ies’ wr itten contract . T he district court thus correctly rejected Hall’s breach

- of

- contract and fraud claims
. That said, Hall’s position was not frivolous. So t he district cour t did not abuse its discretion by declining to award attorney’s fees to Rag

- O

- Rama
. In short, w e affirm th at court across the board
. I Rag

- O

- Rama buys used clothes from individual customers and resells the m to other customers . Hall first learned of this company from a childhood friend, Vance Whitener. In 1999, Whitener conv inced her to wor k for Rag

- O

- Rama
. Hall claimed that she did “just about everything” for the company , ranging from writing its training manuals, to designing its slogans, to managing its St. Louis and Columbus stores. Hall Dep., R.52, PageID 301, 305. Ye t s he “walked away” from Rag

- O

- Rama in 2003 because Whitener had made her “ position extremely uncomfortable.” Id. , PageID 303. Following her job with Rag

- O

- Rama , Hall eventually became the director of operations for Elizabeth Cole Jewelry, a company that makes and s e l ls jewelry. She started working for Elizabeth Cole from her San Francisco home and kept work ing for it after she moved to her present home in Kentucky. Throughout this time, Wh itener remained at Rag

- O

- Rama. He ultimately became its pr esident and sole owner . In 2015, Hall claims that Whitener pleaded with her to return to Rag

O

- Rama because of his health problems and the business’s lagging fortunes
. ( Whitener alleges that Hall begged him f

o r the job , but we must accept Hall’s version of the facts at this stage
. See Bisig v. Time Warner Cable , Inc. , 940 F.3d 205, 210 (6th Cir. 2019). ) Hall and Whitener agreed that she would become a part
- time trainer who would help the staff at Rag

- O

- Rama’s ColumbusNos. 20

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- O

- Rama, LLC

3

store beginning on August 21, 2015
. Rag

- O

- Rama agreed to pay Hall an $18,000 annual salary. She could continue to liv e in Kentucky and keep he r other job with Elizabeth Cole. After a few months, Hall asse rts , Whitener was “ extremely pleased ” with her work and tried to convince her to take a full

- time job
. Resp., R.64

- 1, PageID 759

– 60. To persuade Hall to quit Elizabeth Cole , Whitener allegedly offered several enticing terms
. He suggested that Hall could have a company car, $5,000 for her prior creation of the company’s slogan (“Recycle Your Wardrobe”), and an opportunit y to oversee a franchis ing division that could lead to Hall becom ing a part
- owner. ( Whitener denies promising these things
. ) Swayed by Whitener’s promises , Hall left Elizabeth Cole and accepted a full

- time job as
an a rea m anager at Rag

- O

- Rama. H er new role , which came with a large pay increase to $51,000 , began on June 13, 2016
. B ecause she t ook a risk by leaving a long

- term job , Hall claims that she insisted on an employment contract with Rag

- O

- Rama that would guarantee one year’s salary and benefits. Hall and Whitener ultimately signed a document entitled “Communication Form” that listed her job title and employm ent terms. A noncompete paragraph s uggested that Hall was “obligating” herself “to one full year of employment on the management team at Rag

- O

- Rama ” and agreeing not to join a competitor for two years after her employment ended
. Commc’n Form, R.52

- 1, PageID 487. Another paragraph explained that Hall had reviewed the Employee Handbook and agreed to “uphold” its policies
. Id. Th is h andbook clarified that Rag

- O

- Rama hired all individu als as “at will” employees whom it could fire a t any time. Th e Communication F orm did not expressly include any of Whitener’s alleged oral promises to Hall
. When Rag

- O

- Rama hired Hall, it identified a list of problems for her to address at the Columbus store , which ha d been missing its sales targets . Within months of Hall’s transition to
a rea m anager, Whitener reviewed her performance . He noted some positive developments, butNos. 20

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- Rama, LLC

4

also identifi ed several areas of concern
. Among other things, h e suggested that Hall seemed to have kep t to her part
- time schedule , that employees had trouble reaching her because her phone regularly cut out, that she had difficulties running the store remotely from Ke n tucky , and that the store’s sales continued to lag
. T he se problems persisted
. On January 10, 201 7, Whitener sent Hall a personal improvement plan and final warning
. He identified similar issues with Hall’s performance , including the difficulties reaching her and her apparent inability to run the store remotely
. Hall refused to sign th e document , claiming that Whitener was lying about her performance to set the stage for her firing
. The same day, Rag

- O

- Rama disabled Hall ’s company email and cell phone and fired her
. Hall brought this diversity suit against Rag

- O

- Rama. The district court interpreted her complaint to plead many claims, including breach of contract and fraud . In a n exhaustive opinion, the court examined and dismissed all but Hall’s fraud claim s . Hall v. Rag

- O

- Rama, LLC , 2020 WL 2134121, at * 6

– 23 (E.D. Ky. May 5, 2020). When reviewing her breach

- of

- contract claim, the court found that the Communication Form constituted a contract. Id. at *6

– 7. Yet it also held that Rag

- O

- Rama’s termination of Hall did not breach this contract because s he remain ed an at
will employee. Id. at *8

– 10. T urning to Hall’s fraud claim s , the court recognized that she alleged that Rag

- O

- Rama had induced her to quit her prior job based on several unmet oral promises , including job security, a company car, $5,000 for t h e p rior design work, and a potential ownership interest. Id. at *16. The court found that Hall could not have reasonably relied on any job

- security promise because she signed a contract ma king her an at

- will employee. Id. at *18. I t then found a dispute of fact on the other promises. Id. at *19. After Rag

- O

- Rama renewed its summary - judgment motion , theNos. 20

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- Rama, LLC

5

court recognized that its logic on the job

- security promise applied to the other promises. Because these promises did not make their way into the parties’ contract, the court held , Hall could not have reasonably relied on them when quitting Elizabeth Cole
. Hall v. Rag

- O

- Rama, LLC , 2020 WL 4741911, at * 3

– 4 (E.D. Ky. Aug. 14, 2020). The court thus granted a final judgment for Rag

- O

Rama
. R ag - O

- Rama asked the district court to order Hall to pay its attorney’s fees , describing her suit as frivolous
. T he court denied this motion. Id. at * 5

– 6
. It held that Hall’s claims, even though lacking merit, were not so frivolous as to warrant sanctions. Id. II
. Hall’s Appeal Hall appeals the district court’s rejection o f her breach

- of

- contract and fra ud claims. We review its grant of summary judgment de novo. See Bisig , 940 F.3d at 210. A. Breach of Contract The parties agree on three legal issues important to Hall’s contract claim. They agree that Kentucky contract law applies even though Hall supervised an Ohio store , so we need not resolve any choice

- of

- law issues
. Cf. AtriCure, Inc. v. Meng , 12 F.4th 516, 525 (6th Cir. 2021). They likewise agree that the “Communication Form” counts as a n enforceable contract, so we need not decide any contract
- formation issues
. And they agree on Kentucky’s rules of the road for interpreting this contract. If the contract co ntains unambiguous text , we must enforce it as written without reliance on outside

- the

- contract (“parol”) evidence. See Superior Steel, Inc. v. Ascent at Roebling’s Bridge, LLC , 540 S.W.3d 770, 783

– 84 (Ky. 2017) ; New Life Cleaners v. Tuttle , 292 S.W.3d 31 8, 32 2

– 2 3 (Ky. Ct. App. 2009). If, h owever, the contract contains ambiguous text that a reasonable person could interpret in different ways , we may rely on parol evidence toNos. 20

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determine the part ies ’ understanding of what th e text means. See Superior Steel , 540 S.W.3d at 783

– 84 ; New Life Cleaners , 292 S.W.3d at 32 2
. The parties disagree only o ver how these basic contract
- law rules apply to the contract at issue in this case. Hall argues that a reasonable person could read th e Communication Fo rm as guarantee ing her a one - year term of employment
. Rag

- O

- Rama responds that the Communication Form unambiguously allowed it to fire her at any time. We agree with Rag

- O

- Rama. To begin with, Kentucky’s background contract
- law rules make Rag

- O

- Rama’s re ading the immediate favorite
. L ike most states, Kentucky start s with the presumption that an employer and an employee intend for an “ a t
- will ” relationship , meaning that the employer generally can fire the employee at any time for almost any reason and the employee can quit at any time for any
reason . See Wymer v. JH Props., Inc. , 50 S.W.3d 195, 198 (Ky. 2001) ; Bergman v. Baptist Healthcare Sys., Inc. , 167 F. App’x 441, 447

– 48 (6th Cir. 2006). Th is presum ption of at

- will employment sets a clear rule for courts to follow when considering employment relationships that do not include a contract ual term governing the length of the parties’ association or the reasons why the y may end it. See Shah v. Am. Synthetic Rubber Corp. , 655 S.W.2d 489, 491 (Ky. 1983) ; Richard A. Epstein, In Defense of the Contract at Will , 51 U. Chi. L. Rev. 947 , 951

– 52 (1984)
. C ourts will simply infer a n implied “at

- will” term
. See Crosby v. Univ. of Ky. , 863 F.3d 545, 553 (6th Cir. 2017). Under this law , then, if the Communication Form says nothing about the length of Hall’s employment or the reasons why Rag

- O

- Rama could fire her, she must lose. That said, at
- will employment is only a default rule. The parties may freely contr act around th is rule by including terms in an employment contract that establish a fixed employment period or permit a discharge only for specifi c reasons (such as misconduct). See Shah , 655 S.W.2d at 491

– 92. At the same time, Kentucky courts will not read ambiguous contract s as depart ing fromNos. 20

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an at
- will relationship . Rather, an employer and employee must “clearly stat[e] their intention ” to follow a different framework
. Id. at 492 ; see, e.g. , Hall v. Consol of Ky., Inc. , 162 F. App’x 587, 591

– 92 (6t h Cir. 2006); Jackson v. JB Hunt Transp., Inc. , 384 S.W.3d 177, 184 (Ky. Ct. App. 2012) ; Williams v. Webster Cnty
. Coal , 2003 WL 1240474, at *2 (Ky. Ct. App. Feb. 7, 2003)
. To prove that the Communication Form guaranteed her one year of employment, then , Hall must point to language that “clearly” departs from Kentucky’s at
- will default rule
. Consol of Ky. , 162 F. App’x at 591. She argues that the Communication Form’s noncompete paragraph offers the clear evidenc e that she needs . It pro vide s in full: He/she is reminded of the non

- competition clause guidelines, as well as, obligating associate managers and higher to one full year of employment on the management team at Rag

- O

- Rama. If the one full year is not met, any benefit, including but not limited to used [paid time off], will be reversed/paid back to Rag

- O

- Rama. If a manager separates from the company, they are prohibited from working for a direct competitor for two years. Commc’n Form, R.52

- 1, PageID 487. Hall reads the last clau se in the first sentence

— which refers to “one full year of employment”

— as an unambiguous limit on Rag

- O

- Rama’s ability to fire her
. Her reading is unambiguously mistaken. To be sure, th is clause contains awful grammar. It s ay s that Hall “is reminded of
. . . obligating” managers “to one full year of employment[.]” T he present particip le “obligating” likely should have be en a noun (“ the obligation of”). But grammar
errors do not automatically render a contract ambiguous if it has a clea r meaning despite th os e
errors . See 11 Williston on Contracts § 32 : 9 (4th ed.), Westlaw (database updated May 2021)
. That is the case here. No reasonable person could read this clause as prohibiting Rag

- O

Rama from terminating Hall for one year after she became an a rea m anager. See Superior Steel , 540 S.W.3d at 783

– 84. The operative word ( “ obligating ” ) conveys that this clause impose s a duty
on someone to do something. See Black’s Law Dictionary 1241 (1 0 th ed. 201 4 ) ; American Heritage Dictionary of the English Language 1215 (5th ed. 2011)
. Th at understanding raises twoNos. 20

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questions : W ho incurs th e duty? A nd what does it entail ? The rest of the clause answers both questions. The word’s object ( “associate managers and higher” ) makes clea r that the clause impos es a duty on managers such as Hall. T he clause’s last part shows what the duty is : “one full year of employment.” The provision thus speaks in terms of a duty on Hall to work for a year ; it
r equire s no thing of Rag

- O

- Rama. For th e clause to g uarantee Hall a year of employment, “obligating” would have to mean “entitling.” But t he word cannot bear that construction. The broader context confirms this understanding
. See Shah , 655 S.W.2d at 490. The next sentenc e imposes a penalty on Hall if she violate s th e clause by work ing less than a year : she must return any paid benefits. The provision, by contrast, identif ies no penalt y for Rag

- O

- Rama, confirm ing that it does not impose a duty on the company. T he clause a lso sits in a paragraph that imposes requirements only on Hall. Besides the mandate to work a year for Rag

- O

- Rama, it bars Hall from work ing for a competitor for two years. Nothing in this paragraph requires Rag

- O

- Rama to do anything. Mo re generally , the Communication Form acknowledges that Hall reviewed the Employee Handbook and agree d to “uphold” it. Commc’n Form, R.52

- 1, PageID 487. T his handbook reiterated that employees wor k on an at
- will basis
. Cf. Consol of Ky. , 162 F. App’x at 591

– 92. In sum, both the clause on which Hall relies and the contract as a whole show that Hall did not have a guaranteed one

- year term of employment. At the least, Rag

- O

- Ram a did not “clear ly ” consent to a departure from Kentucky’s default rule of at

- will employment. I d. at 591. Hall’s efforts to find ambiguity do not persuade us otherwise
. She argues that a reasonable person could read the noncompete paragraph as imposing a noncompetition duty on her in exchange for a duty on Rag

- O

- Rama to give her one y ear ’s worth of employment. S he fails to explain how a reasonable reader could un cover this meaning in the clause. Although she correctly notes that the clause is “poorly drafted,” its deficient d raftsmanship does no t render it susceptibleNos. 20

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to her preferred interpretation . Appellant’s Br. 23 ; see Superior Steel , 540 S.W.3d at 783

– 84. As we have explained, Rag

- O

- Rama does not appear anywhere in this clause , it refers to managers after the key word “obligating , ” and it identifies the penalty for those managers if t he y violate the relevant “obligation.” Th is paragraph has one clear meaning: managers , not Rag

- O

- Rama, must work for a year or give back their benefits. Hall next concedes that the Employee Handbook clarifies that Rag

- O

- Rama retains all employees on an at
- will basis , but she argues that this handbook does not apply to executives like her. She cites language at the beginning of the handbook stating that it “summarizes Rag

- O

- Rama policies and procedures that affect all non - executive Rag

- O

- Rama employees.” Emp. Handbook, R.52

- 5, PageID 504 (emphasis added). Yet the Employee Handbook elsewhere specifically describes her “Area Manager” position as an example of an employee covered by the ha ndbook , id. , PageID 527, and unambiguously says that “ [a]ll Rag

- O

- Rama employees are employed ‘at will , ’” id. , PageID 507 (emphasis added); it does not carve out her position from that relationship
. The Manager Handbook likewise noted that it was subject to change “except to the Rag

- O[

- ]Rama policy of employment at will.” Man. Handbook, R., 53

- 13, PageID 679. And she agreed to “uphold all company policies as outlined in the Employee and Manager Handbooks ” in her contract. Commc’n Form, R.52

- 1, PageID 48 7. Regardless, these handbooks are ultimately beside the point. When interpreted against Kentucky’s background presumption of at

- will employment, her written contract unambiguously left her as an at

- will employee. See Shah , 655 S.W.2d at 492. Hall lastl y rel ies on Hammond v. Heritage Communication s, Inc. , 756 S.W.2d 152 (Ky. Ct. App. 1988), to argue that Whitener’s oral promises could modify the at

- will relationship. She is correct on the legal point
. Hammond relied on an oral promise to depart from the default presumption of an at
- will relationship
. See id. at 154 . B ut this point does her no good. HammondNos. 20

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did not involve a wr itten contract . T his case does. It thus triggers another background rule : W e must interpret a clear written contract in accordance with its terms without using the parol evidence that Hall identifi es . See New Life Cleaners , 292 S.W.3d at 32 2. Because the written contract unambiguously retains Hall’s at

- will status, she cannot fall back on oral promises to depart from t hat status
. One last point. An at

- will relationship generally goes both ways: T he employer can fire the employee at any time and the employee can quit at any time. See Shah , 655 S.W.2d at 491
. Does it matter that Hall committed herself to one year of employment without obtaining a n identical commitment from Rag

- O

- Rama? We do not see why. I t is not even clear that this clause imposed a contractual duty on Hall that could be “ breached ” instead of a mere “condition” on Hall’s ability to retain the b enefits mentioned in the next sentence. Cf. I nfinity Cap
. LLC v. Francis David Corp. , 851 F. App’x 579 , 584

– 85 (6th Cir. 2021). E ven if it were a duty, it is not clear why one side of an employment relationship could not exchange the flexibility that com es with at

- will employment for , say, better pay , while the other side retain s the benefits of th at at
- will arrangement . Cf. Epstein, supra , at 963

– 73. Ultimately, though, we need not decide how this asymmetry should affect things. Hall did not raise t he argument . H er contract claim thus fails because the contract unambiguously permitted Rag

- O

- Rama to fire her when it did. B. Fraudulent Misrepresentation This conclusion leaves Hall’s claim of fraud tied to Whitener’s alleged oral promises
. For this tort claim, too, t he parties agree on several legal fronts. They agree that Kentucky tort law applies. They likewise do not dispute the elements of a fraud ulent

- misrepresentation claim, including that Whitener must have made a false representation a nd that Hall must have relied on it. See Bear, Inc. v. Smith , 303 S.W.3d 137, 142 (Ky. Ct. App. 2010) ( citing United Parcel Serv.Nos. 20

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Co. v. Rickert , 996 S.W.2d 464, 468 (Ky. 1999) )
. And t hey agree that , to establish her claim, Hall must prove that her reliance on Whitener’s alleged false representation s was objectively “reasonable” or “justifiable.” Flegles, Inc. v. TruServ Corp. , 289 S.W.3d 544, 549 (Ky. 2009) (quoting Restatement (Second) of Torts § 537 (Am. L. Inst. 1977))
. The parties diverge only over whether Hall acted reasonably by rel ying on Whitener’s alleged promises
. Hall claims that she took the a rea m anager job only because Whitener promis e d that Rag

- O

- Rama would give her a car, a $5,000 payment for her design work , and a potential ownership interest in Rag

- O

- Rama
. Rag

- O

- Rama responds that she could not have reasonably relied on these promises because the y were not in the written contract. A jury typically should resolve this factual question o ver whether Hall’s reliance was reasonable
. See Yung v. Grant Thornton, LLP , 563 S.W.3d 22, 47 (Ky. 2018) . As with any other fact ual question, though, we may rule for Rag

- O

- Rama as a matter of law if no reasonable jury could find Hall’s reliance reasonab le. Id. T hat is the case
. At the outset , it is not clear that Whitener made the kinds of statements that can establish a fraud claim in Kentuck y . For a statement to be fraud ulent , a defendant typically must lie about a past or then

- existing fact
. See Crestwood Farm Bloodstock v. Everest Stables, Inc. , 751 F.3d 434, 444 (6th Cir. 2014). If, for example, RadioShack attempted to convince a potential franchisee to open a store by claiming that a prior bankrupted franchisee had made a fortune , that lie about a past fact c ould suffice. See RadioShack Corp. v. Com S mart, Inc. , 222 S.W.3d 256, 262

– 63 (Ky. Ct. App. 2007). Conversely, a statement about a future fact typically do es not suffice
. See Crestwood , 751 F.3d at 444. So RadioShack’s further promise to supply th e potential franchisee with its best inventory if t he franchisee opened a store could not support a fraud claim “ because the statement involved a promise of future performance. ” Radio Shack , 222 S.W.3d at 262.Nos. 20

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T his rule perhaps arises out of the concern with turning every breach of contract (that is, every broken promise) into a fraud claim. Cf. Extra Equipamentos E Exportacao Ltda. v. Case Corp. , 541 F.3d 719, 724 (7th Cir. 2008). And here, Hall alleges only b roken promises about future acts
. That said, Kentucky courts have created an exception to this rule for future promises that the promisor has no intent ion of carry ing out . See Bear , 303 S.W.3d at 142 (citing Major v. Christian Cnty. Livestock Mkt. , 300 S.W.2d 246, 249 (Ky. 1957) )
. T h is exception comports with the cases that bar fraud claims based on future facts because the promisor impliedly li es about a then

- existing fact : the promisor’s intent to carry out a future act ion
. See Restatement ( Second ) of Torts § 530(1) & cmt. c. Yet t he Kentucky Supreme Court has called this exception “narrow , ” has required the promisor’s statement to concern objective ly verifiable future facts, and has held that “recipients of business representations” still have a “d uty to exercise common sense.” Flegles , 289 S.W.3d at 549. Hall attempts to invoke this exception here , claim ing that Whitener had no intent t o carry out any of his promises
. We need not consider whether she presented enough evidence to establish a jury question over Whitener’s intent because her claim fails on other grounds
. Kentucky courts have long held that a plaintiff can not reasonably rely on a representation that a certain fact is true if the plaintiff could have readily discover ed its fals ity
. See Mayo Arcade Corp. v. Bonded Floors Co. , 41 S.W.2d 1104, 1108 (Ky. 1931) ; Wickman Constr., Inc. v. Duncan , 2021 WL 1431618, at *7 (Ky. Ct. App. Apr. 16, 2021). For fraud claim s between contracting parties, this rule bars one side of the bargain from alleging fraud based on the other side’s oral promise if th at promise contradict s the written agreement . See Waldenmaier v. Fischer Single Fam
. Homes, II, LLC , 2012 WL 3538476 , at *3 (Ky. Ct. App. Aug. 17, 2012); Keith v. Robinson , 2006 WL 3524056 , at *3 (Ky. Ct. App. Dec. 8, 2006) ; Rivermont Inn, Inc. v. Bass Hotels Resorts,Nos. 20

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Inc. , 113 S.W.3d 636, 640

– 41 (Ky. Ct. App. 2003); see also Bisig , 940 F.3d at 21 1 ; Davis v. Siemens Med. Sols
. USA, Inc. , 2007 WL 710133, at *3

– 4 (W.D. Ky. Mar. 6, 2007), aff’d , 279 F. App’x 378 (6th Cir. 2008) (per curiam). When an oral promise conflicts with a written contract, a plaintiff can easily discover that the promise is false simply by reading the contract
. 37 Am. Jur. 2d Fraud & Deceit § 255, Westlaw (database update d Aug. 2021); Mayo , 41 S.W.2d at 1108
. In this way, the reliance element sometimes prevent s a contracting part y from using a fraud claim merely t o avoid the parol

- evidence r u le that would bar the party from introducing this oral evidence in a c ontract sui t . Cf. Extra Equipamentos , 541 F.3d at 724
. The element also establishes a clear rule for parties: ensure that oral promises comport with the written agreement
. Cf. Novia Comm c ’ns, LLC v. Weatherby , __ F. App’x __ , 2 021 WL 3399827, at *9 (6th Cir. Aug. 4, 2021). A few examples illustrate this reasonable

- reliance principle in practice
. H ome owners did not reasonably rely on a developer’s oral assurance that their neighbor’s garage would face away from their home because the purchase contract did not include th is restriction
. See Waldenmaier , 2012 WL 3538476 , at *3. Similarly , a real

- estate broker for a buyer of land di d not reasonably rely on an oral assurance from the seller’s broker that he would receive a 5% commission because the contract listed his commission as only 2.5%. See Keith , 2006 WL 3524056, at * 3 . And a sales executive di d not reasonably rely on his employer’s oral assurance that he would receive commissions on all sales because the contract granted him commissions on only those sales that he directly made. See Davis , 2007 WL 710133, at *4

– 5. Th is logic applies here. Hall claims that she relied on W hitener’s promises to give her a car, $5,000, and a n ownership interest in Rag

- O

- Rama . Yet she asked for a written agreement before leaving her stable position with Elizabeth Cole s o that she would have greater guarantees of what her new job provide d . Resp., R.64

- 1, PageID 760. And s he conceded that she did notNos. 20

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“insist[]” that this agreement i nclud e Whitener’s promises. Hall Dep., R.52, PageID 338

– 39. At the same time, the contract delineated many other benefits that R ag - O

- Rama promised
. On top of her $51,000 annual salary, Rag

- O

- Rama agreed to give up to $3,600 in quarterly bonuses, $910.71 in paid time off, $5,211.84 in health insurance, and $1,025.66 for a cell phone. Commc’n Form, R.52

- 1, PageID 487. Given that t he contract laid out Hall’s benefits package in such detail (down to providing a phone worth much less than what she now claims she was promised ), n o reasonable person could believe that Rag

- O

- Rama also agreed to provide her $5,000 in cash and even a car. A healthy dose of “c ommon sense ” would suggest to the ordinary person that the agreement did not include these other things
. Flegles , 289 S.W.3d at 549. And Hall’s belief that she might receive them was nothing “more than a hope[.]” Keith , 2006 WL 3524056 , at *3. H er reliance on Whitener’s promises was un reasonable. Hall responds that a written contract can make her reliance on an oral promise unreasonable only if a “direct contradiction” exists be tween the two . Appellant’s Br. 16. She adds that the Communication Form did not contradict Whitener’s promises because it said nothing about , say, a company car or a $5,000 payment. Id. Yet t hat is precisely the problem. The contract laid out Hall’s b enefits with precision and nowhere mentioned the se other things
. So a direct “conflict” exists between the written contract and the oral promises when we define the relevant question at the proper level of generality: What benefits would Hall receive if s he took th is job? Rivermont , 113 S.W.3d at 640. Indeed , this conflict is more “direct” than the one in Bisig . There, workers who were transitioning to Time Warner Cable during a buyout of their prior employer claimed that they relied on Time Warner Cable’s promises that they would keep their jobs and receive better pay. 940 F.3d at 2 09
. T hey had also acknowledged in writing , h owever, that they were at
- will employees
. Id. We found a conflict between the written at

- will disclaimer and the oral promiseNos. 20

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of continued employment and better pay because an employer can fire or change the pay of at

- will employees at any time. Id. at 211

– 12. If that conflict sufficed, so does this one. Hall suggests that this reasoning would effectively bar all fraud claims between contracting parties because those claims will always turn on oral statements outside the contract. Yet Kentucky courts h ave already cautioned that they allow fraud claims based on future promises only in “narrow” circumstances. Flegles , 289 S.W.3d at 549. And our holding does not eliminate such claims in this contract setting. It is not difficult to imagine false represe ntations that would have been actionable in this case despite the parties’ contract

— for example, that another a rea
m anager at Rag

- O

- Rama had previously made a great deal of money, cf. RadioShack , 222 S.W.3d at 262

– 63, or that the company’s financ es were so und, cf. Durbin v. Bank of Bluegrass & Tr
. Co. , 2006 WL 1510479, at *2 (Ky. Ct. App. June 2, 2006). These statements would not have conflicted with anything in the contract. T he same cannot be said for the promised benefits that Hall seeks
. Because a reasonable person would have expected to see them in th at contract (next to all the other benefits), Hall could not have reasonabl y rel ied on Whitener’s promises. Hall next distinguishes Rivermont and Bisig because those cases involved noncontractual written disclaimers that the plaintiffs signed before the oral promise s, whereas th is case involves
a written contract that Hall entered into af ter the oral promises. See Bisig , 940 F.3d at 211 (quoting Rivermont , 113 S.W.3d at 640). We fail to see why this distinction matters. Kentucky courts have extended the same reasonable

- reliance rule to this scenario
. See Waldenmaier , 2012 WL 3538476 , at *3. If anything, the existence of a written contra ct makes the case against reliance stronger. This fact pattern more closely fits the general rule that the reliance element “is precluded when oral representations are not contained in a separate written agreement[.]” 37 Am. Jur. 2d F raud & Deceit § 255 ; see Mayo , 41 S.W.2d at 1109.Nos. 20

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Hall’s remaining two cases do her no good
. See Rickert , 996 S.W.2d at 467

– 69 ; PCR Contractors, Inc., v. Dani al , 354 S.W.3d 610 , 616 (Ky. Ct. App. 2011). In PCR Contractors , the defendant orally promised to guarantee the contractual duty of a company that he owned, and the plaintiff entered into a contract with that company that expressly identified this guarantee. 354 S.W.3d at 611

– 12, 615. Unlike in this case, therefore, a written contract re a ffirmed (it did not undermine ) the oral promise. Rickert is similarly unhelpful to Hall
. There, t he Kentucky Supreme Court found that a pilot had reasonably relied on UPS’s oral promise to hire him after it decided to stop contract ing with the pilot’s then

- employer. 996 S.W.2d at 4 6 7. U nlike Hall , however, the pilot did not enter into a written contract with UPS , let alone one that conflicted with UPS’s promise
. See id. a t 469. Because that conflict exists in this case, Hall’s reliance on Whitener’s oral promise s was unreasonable. III
. Rag

- O

- Rama’s Cross

- Appeal Rag

- O

- Rama cross - appeals the district court’s denial of its motion for attorney’s fees. We review the court’s d ecision for an abuse of discretion. See Rentz v. Dynasty Apparel Indus., Inc. , 556 F.3d 389, 395 (6th Cir. 2009). Under that ubiquitous standard, we may reverse only if the court commit ted a legal error, ma d e a clearly mistaken finding of fact, or le ft us with a firm conviction that i t exercised its discretionary authority improperly
. See Gibson v. Solideal USA, Inc. , 489 F. App’x 24, 28 (6th Cir. 2012). The court’s decision in this case did none of those things. T he so - called “ American Rule ” generally requires litigant s to pay their own attorneys. See id. at 29. But this principle contains several exceptions. Rag

- O

- Rama relies on exception s in a rule, in a statute, and in an implied power. The rule: Rule 11 allows a court to require a n attorney to pay the other side’s attorney’s fees if the attorney makes arguments that are legally frivolous orNos. 20

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17

factually baseless
. See Fed. R. Civ. P. 11(b) (2)

– (3), (c)(4) ; Rentz , 556 F.3d at 395. The statute: Section 1927 of Title 28 permits a court to compel an attorney to pay the fees of a nother party if th e attorney “ multiplies the proceedings
. . . unreasonably and vexatiously ” (whether or not the attorney acted in bad faith)
. 28 U.S.C. § 1927 ; see Rentz , 556 F.3d at 3 9 5

– 9 6. The judicial power: A court ’s inherent authority allows it to require a litigant to pay the other side’s fees as a sanction for an a buse of the judicial process, but the court may do so only if the litigant act ed in bad faith and only to compensate the victim of the abuse (not to punish the wrongdoer ). See Goodyear Tire & Rubber Co. v. Haeger , 137 S. Ct. 1178, 1186

– 88 (2017) ; Runfola & Assocs., Inc. v. Spectrum Reporting II, Inc. , 88 F.3d 368, 375 (6th Cir. 1996). We see no basis to disturb the district court’s decision not to sanction Hall under these standards
. As an initial matter , the court properly recited the governing legal principles that apply to Rule 11, § 1927, and the court’s inherent power . See Hall , 2020 WL 4741911, at *5

– 6. Next, the court made no clearly wrong factual finding s . I t found, for example, that Hall had not acted in bad faith , which eliminated any ability to award sanctions under the court’s inherent authority
. Id. at *6; s ee Runfola , 88 F.3d at 375. Rag

- O

- Rama identifies no contrary evidence other than the purported weakness of Hall’s claims. Yet the district court had firsthand experience with the litigation and litigants , so it was better situated to judge whether Hall pursued thos e clams in a genuine attempt to recover or to harass Rag

- O

- Rama. S ee Simonoff v. Saghafi , 786 F. App’x 582, 584

– 85 (6th Cir. 2019) . Lastly, the court acted within its “wide discretion” when finding that Hall’s claims

— in particular, the breach

- of

- contract and fraud claims

— were not frivolous. Id. at 584; see Hall , 2020 WL 4741911, at *5. Although we have rejected those claims, the p oorly written contract gave Hall a legitimate basis for her contract theory. And Whitener’s alleged oral promises (which Hall testified to under oath) did the same for her fraud theory.Nos. 20

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In response, Rag

- O

- Rama concedes that the district court reasonably h eld that Hall’s contract and fraud claims were proper . The company instead methodically relitigates all of Hall’s other legal theories , which ranged from breach of warrant y to intentional infliction of emotional distress . Rag

- O

- Rama asserts that the dist rict court abused its discretion because it rejected these theories on the merits while fail ing to find them frivolous
. But not every loss at the summary

judgment stage warrants sanctions. See Gibson , 489 F. App’x at 32. That result would flip the Ameri can Rule on its head in this day of rare trials. Rag

- O

- Rama also argues that the district court had a duty to explain in a written opinion why each of these claims was no t frivolous

— on a claim

- by

- claim basis
. Not so. When denying sanctions, b usy district court s need not write “ exhaustive opinion s” to avoid the abuse

- of

discretion label. United States v. Keefer , 832 F
. App’x 359, 363 (6th Cir. 2020); s ee Gibson , 489 F. App’x at 3 2
. We also find t he court’s reasoning clear. These other claims did not, for example, unnecessarily “ multipl [y] the proceedings ” because they overlapped with the two claims that Rag

- O

- Rama does not challenge (and so this case’s factual development would have been the
same with or w ithout them ). 28 U.S.C. § 1927
. And if these other claims were as frivolous as Rag

- O

- Rama alleges , it could have filed a motion to dismiss them at the pleading stage. See Gibson , 489 F. App’x at 30. But it did not. See Hall , 2020 WL 4741911, at *5 n.4
. We affirm.