United States Court of Appeals

FOR THE EIGHTH CIRCUIT

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No. 05-1124

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David Gatto, *

*

Appellant, * Appeal from the United States

* District Court for the District

v. * of Minnesota.

*

3D/International, Inc., * [UNPUBLISHED]

*

Appellee. *

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Submitted: November 16, 2005

Filed: December 5, 2005 

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Before WOLLMAN, FAGG, and MELLOY, Circuit Judges.

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PER CURIAM.

David Gatto, an at-will construction manager for 3D/International, Inc., had

substantially completed a project when the company’s vice-president of finance told

him no more money would be spent on the project. After Gatto complained directly

to the company’s president, he was terminated for doing so. Gatto brought this

diversity action against 3D/International for breach of contract and promissory

estoppel, asserting he was fired for complying with the company handbook, which

states: “If someone flies off the handle and fires you, or if you feel you just can’t work

for someone you’re assigned to, jump channels and go to the top. We can’t promise

to fix things, but we’ll examine the problem.” The handbook also instructs employees

that if they are “unable to meet a deadline and [they] need a decision, . . . [they] may
*

The Honorable James M. Rosenbaum, Chief Judge, United States District

Court for the District of Minnesota. 

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need to talk to different people about matters, oftentimes more than one.” According

to Gatto, the handbook estopped 3D/International from terminating him as an at-will

employee for calling the president directly. The district court*

 dismissed the

complaint for failure to state a claim, see Fed. R. Civ. P. 12(b)(6), holding the

handbook’s language did not create a contract necessary for his breach of contract

claim or make a clear and definite promise necessary for his promissory estoppel

claim. Gatto appeals challenging the ruling on his promissory estoppel claim. We

affirm.

Gatto contends the district court improperly made factual findings and failed

to consider the factual allegations in the light most favorable to him. We review a

district court’s ruling on a motion to dismiss de novo, looking at the complaint anew

to decide whether it states a claim for which relief can be granted. Moses.com Sec.,

Inc. v. Comprehensive Software Sys., Inc., 406 F.3d 1052, 1062 (8th Cir. 2005). A

motion to dismiss should be granted when, assuming the complaint’s factual

allegations are true, it appears beyond doubt that the plaintiff cannot prove any set of

facts supporting the claim. Id. Because this is a diversity case, we interpret

Minnesota law in deciding whether Gatto alleged facts that sufficiently set forth the

elements of promissory estoppel. Id. 

To state a valid cause of action for promissory estoppel under Minnesota law,

Gatto must allege 3D/International made a clear and definite promise to him,

3D/International intended to induce reliance on the promise, Gatto did in fact rely on

the promise to his detriment, and the promise must be enforced to prevent injustice.

Martens v. Minn. Min. & Mfg. Co., 616 N.W.2d 732, 740 (Minn. 2000). When, as

here, the facts alleged in the complaint are taken as true, whether the facts rise to the

level of promissory estoppel is a question of law. Id. Construing the facts in Gatto’s
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complaint in his favor, we conclude he does not satisfy the first element of promissory

estoppel under Minnsota law. The statements do not promise any certain action in

response to an employee’s complaints, and do not promise more than at-will

employment, but provide only a means to question actions or seek advice. See Ruud

v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995). 

Having carefully considered and rejected all of Gatto’s arguments, whether

discussed or not, we affirm the district court.

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