F I LED

United States Court of Appeals

Tenth Circuit

August 24, 2006

Elisabeth A. Shumaker

Clerk of Court

PUBLISH

UNITED STATES COURT OF APPEALS

TENTH CIRCUIT

ERIC C. JACKSON and GREAT

BASIN COMPANIES, INC.,

Defendants/CounterPlaintiffs-Appellants,

v. No. 04-4070

VOLVO TRUCKS NORTH

AMERICA, INC.,

Plaintiff/CounterDefendant-Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF UTAH

(D.C. NO. 02-CV-27-PGC)

Richard C. Cahoon, Durham Jones & Pinegar, Salt Lake City, Utah, for

Defendant/Counter-Plaintiffs-Appellants.

Stephen K. Christiansen (Robert S. Campbell and Robert M. Anderson with him

on the brief) Van Cott, Bagley, Cornwall & McCarthy, Salt Lake City, Utah, for

Plaintiff/Counter-Defendant-Appellee.

Before HENRY, EBEL, and TYMKOVICH, Circuit Judges.

TYMKOVICH, Circuit Judge.
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Eric C. Jackson is the principal shareholder of Great Basin Companies,

Inc., the parent company of various Volvo truck dealerships that operated in the

West and Midwest, including Utah and Nebraska. This appeal arises out of the

district court’s dismissal of claims filed by Jackson and Great Basin Companies

against Volvo Trucks North America, Inc. For the reasons stated below, we

conclude that we have jurisdiction pursuant to 28 U.S.C. § 1291 and AFFIRM the

decisions of the district court.

I. Background

In 1977, Jackson created the first of what became several related

automobile dealership companies. As the dealerships grew, he would form new

companies, most of which included the words “Great Basin” somewhere in the

name and listed him as sole or majority shareholder. In 1983, these companies

began dealing vehicles purchased from Volvo Trucks North America, Inc. (Volvo)

and were initially successful in doing so. According to Jackson, by the early

1990s, the Great Basin dealerships handled approximately ten percent of all

Volvo’s sales in the United States, and thus, at Volvo’s behest, began purchasing

large quantities of vehicles from them at a substantial discount. 

As the business continued to expand, opening new dealerships in various

states, Jackson was expressly named the “controlling individual” or “dealer

principal” of each of the Volvo dealerships and acted as guarantor of certain debts

and obligations of the dealerships. Aplt. Br. at 3. He alleges that he did so based
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on Volvo’s promises of high returns on his investments and continued access to

the profit sources upon which his dealerships depended. But Jackson believes

that Volvo did not intend to keep these promises. Jackson claims that, if he had

known about Volvo’s plans to “eliminate virtually two-thirds of its product lines

and its engine products,” he would not have continued to invest in Volvo

dealerships. Compl. at 11.

In February 1996, Volvo’s CEO announced that half of its current dealers

would not be in business by the end of the following year. Volvo executives told

the dealers they wanted “larger, regional dealers who were willing to invest all

they had into new territories, new equipment, larger facilities, and additional

employees.” Id. at 12. The CEO warned the dealers that “those who did not grow

rapidly and substantially would simply be eliminated.” Id. 

The Great Basin dealerships heeded this warning and continued to grow and

increase revenues. In 1997, with the encouragement of Volvo, Jackson purchased

a dealership in Omaha, Nebraska, which became Great Basin Trucks of Nebraska,

Inc. (Great Basin Nebraska). Jackson was responsible for providing $400,000 as

a deposit on the purchase. According to Jackson, he and Volvo “clearly

understood” the deal would include certain Ford franchises. Aplt. Br. at 4. 

However, after Jackson made his deposit, he learned the seller no longer

possessed those franchises. Nonetheless, based upon further verbal promises of

assistance and assurances of success by Volvo, Jackson went forward with the
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purchase and gave up his right to rescind the purchase agreement with the seller,

thereby foregoing his deposit.

By 1999, the Great Basin operations controlled Volvo dealerships in seven

states. Their revenues grew from $25 million to almost $300 million per year. 

However, during this growth period, their total debt also grew from $5 million to

over $60 million. In June 2000, all of the Great Basin entities became wholly

owned subsidiaries of a newly created parent company, Great Basin Companies,

Inc. During the remainder of 2000, Jackson and Great Basin Companies held

ongoing negotiations with Volvo for the sale of the Nebraska dealership. Great

Basin Companies alleges it would not have continued to hold the Nebraska

dealership during that period but for the promises of purchase made by Volvo.

Experiencing substantial losses in 2000 and 2001, most of Great Basin

Companies’ dealerships filed for bankruptcy. Volvo purchased the primary assets

of the bankrupt dealerships from the individual trustees in bankruptcy. The deal

included an agreement by the trustees to settle, waive, or release all claims the

individual dealerships may have had against Volvo.

On January 10, 2001, Volvo’s finance arm, Volvo Commercial Finance,

LLC (Volvo Finance), filed suit against Jackson, Great Basin Companies, and

related parties over an alleged breach of a $1.3 million loan agreement. Jackson

and Great Basin Companies responded by filing their own claims against Volvo

and Volvo Finance based on conduct surrounding the loan agreement and other
 Jackson and Great Basin Companies also initially appealed the court’s 1

12(b)(6) dismissal of their claim of inducement to breach fiduciary duty. 

However, they withdrew their appeal of this issue at oral argument on the basis

that they had lost their direct breach of fiduciary duty claim. Without a breach of

fiduciary duty, they concluded, it was impossible to establish inducement to

breach.

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alleged wrongful acts. 

In two separate 12(b)(6) rulings and one summary judgment ruling, the

district court disposed of a number of these claims. Jackson and Great Basin

Companies appeal the following dispositions. First, Jackson appeals the court’s

Rule 12(b)(6) dismissal of his cause of action arising under the Automobile

Dealers’ Day in Court Act. Second, Jackson and Great Basin Companies appeal

the court’s decision to grant summary judgment for Volvo on Jackson’s fraud,

promissory estoppel, and negligent misrepresentation claims, as well as Great

Basin Companies’ separate promissory estoppel claim. 

1

After Jackson and Great Basin Companies filed a notice of appeal, the

district court issued a separate order adopting a stipulation of the parties to

dismiss with prejudice (1) all claims by and against Volvo Finance and (2) all

unresolved claims by Jackson and Great Basin Companies against Volvo. This

last order resolved the remaining issues in the case.

II. Discussion

A. Jurisdiction

We must first consider whether Jackson and Great Basin Companies have
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appealed a “final” judgment from the district court that is ripe for our review. 28

U.S.C. § 1291. As a general matter, a judgment in a consolidated action that does

not dispose of all claims is not considered a final appealable decision under

§ 1291. Trinity Broadcasting Corp. v. Eller, 827 F.2d 673, 675 (10th Cir. 1987). 

Volvo argues that, because Jackson and Great Basin filed their notice of appeal

while other claims remained pending in the case, and because they failed to cure

that defect by obtaining certification under 54(b) of the Federal Rules of Civil

Procedure, we should decline to entertain the appeal. However, where parties

appeal non-final orders, the court’s subsequent issuance of an order “explicitly

adjudicating all remaining claims” may cause a case to ripen for appellate review. 

Lewis v. B.F. Goodrich Co., 850 F.2d 641, 645 (10th Cir. 1988) (en banc)

(exercising appellate jurisdiction where plaintiffs sought and obtained subsequent

court order disposing of outstanding claim). As noted above, this is exactly what

happened here. 

But to further complicate things, Volvo points out that one of Jackson and

Great Basin’s claims—civil conspiracy—was dismissed without prejudice to

refiling. Thus, even though that claim was not appealed, Volvo argues the

judgment below is still non-final for purposes of our review. Our general rule is

that a party cannot obtain appellate jurisdiction where the district court has

dismissed at least one claim without prejudice because the case has not been fully

disposed of in the lower court. See Heimann v. Snead, 133 F.3d 767, 769 (10th
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Cir. 1998) (applying Cold Metal Process Co. v. United Engineering & Foundry

Co., 351 U.S. 445 (1956)); Cook v. Rocky Mtn. Bank Note Co., 974 F.2d 147, 148

(10th Cir. 1992). That rule does not apply in every circumstance, however. We

have previously held, “Although a dismissal without prejudice is usually not a

final decision, where the dismissal finally disposes of the case so that it is not

subject to further proceedings in federal court, the dismissal is final and

appealable.” Amazon, Inc. v. Dirt Camp, Inc., 273 F.3d 1271, 1275 (10th Cir.

2001) (holding district court’s decision to decline supplemental jurisdiction and

dismiss state claims without prejudice for refiling in state court effectively

disposed of entire action). 

The “critical determination” here is whether Jackson and Great Basin have

been “effectively excluded from federal court under the present circumstances.”

Id. 

Under Utah law, civil conspiracy requires, as one of its essential elements, an

underlying tort. See Alta Indus. Ltd. v. Hurst, 846 P.2d 1282, 1290 n.17 (Utah

1993). Although the district court dismissed Jackson and Great Basin’s civil

conspiracy claim without prejudice, it dismissed their underlying tort claims with

prejudice. Thus, practically speaking, Jackson and Great Basin Companies are

barred from further litigation on the conspiracy claim because they cannot litigate

the predicate torts. They thereby fall within the Amazon exception.

Accordingly, the case is ripe for appellate consideration.
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B. The Automobile Dealers’ Day in Court Act

Jackson filed suit against Volvo under the Automobile Dealers’ Day in Court

Act, 15 U.S.C. § 1221, et seq. (ADDCA). That statute authorizes any

“automobile dealer” to file federal claims against manufacturers arising from

franchise relationships. The question here is whether Jackson qualifies as a

dealer and is therefore authorized to sue under the statute. 

Three provisions of the ADDCA guide our analysis. The first establishes a

cause of action:

An automobile dealer may bring suit against any automobile manufacturer

. . . by reason of the failure of said automobile manufacturer . . . to act in

good faith in performing or complying with any of the terms or provisions

of the franchise, or in terminating, canceling, or not renewing the

franchise with said dealer . . . . 

15 U.S.C. § 1222. Standing is thus limited to an “automobile dealer,” which is

defined as 

any person, partnership, corporation or association, or other form of

business enterprise . . . operating under the terms of a franchise and

engaged in the sale or distribution of passenger cars, trucks, or station

wagons.

15 U.S.C. § 1221(c) (emphasis added). A “franchise” is, in turn, defined as 

the written agreement or contract between any automobile manufacturer

engaged in commerce and any automobile dealer which purports to fix the

legal rights and liabilities of the parties to such agreement or contract.

15 U.S.C. § 1221(b).

Based on the plain language of the statute, an automobile dealer must be a
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party to a franchise agreement with the manufacturer, in this case Volvo. Jackson

concedes that he was not. Nonetheless, Jackson asks us to carve out an exception

to the plain language of the statute because his personal economic interests are

“inextricably woven” into Great Basin Companies’ corporate interests. He urges us

to follow two cases from the Fifth and Seventh Circuits that have interpreted the

ADDCA to confer standing on shareholder/operators in certain circumstances. We

decline to do so.

First, Jackson points us to Kavanaugh v. Ford Motor Co., 353 F.2d 710 (7th

Cir. 1965). In that case, Ford Motor Company entered a franchise agreement with a

dealership corporation in which it owned 100 percent of the voting stock. 

Kavanaugh was a signatory to the franchise agreement and was given full

managerial responsibility over the dealership. After the franchise began losing

money and the dealership’s stock became worthless, Kavanaugh sued under the

ADDCA. The Seventh Circuit decided that, because Ford Motor Company owned

all of the voting stock in the dealership corporation, it would be absurd to assume it

would agree to initiate an ADDCA claim against itself. Thus, the only way for the

dealership to avail itself of the protections of the Act would be to “pierce the

corporate veil” and allow Kavanaugh to protect the dealership’s interests. 

The facts of the Kavanaugh case are not before us today, and thus we need not

decide whether to adopt its reasoning. The Seventh Circuit chose to extend the

protections of the ADDCA to an individual who was a signatory to the franchise
 Jackson filed a supplemental authority asking us to take “judicial notice” 2

of the fact that one of the Great Basin entities neither exercised its right to sue

under the ADDCA nor bargained it away but is now precluded from filing a claim

because the statute of limitations has passed. This issue has not been properly

presented to us on appeal, and we decline to consider it. The only ADDCA claim

pending on appeal is the one filed by Jackson; the status of a claim never filed by

a separate party is irrelevant to our resolution of this case.

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agreement and was therefore arguably “operating under the terms of a franchise.” 

See id. at 717 (quoting 15 U.S.C. § 1221(c)). By contrast, Jackson admits he “did

not personally sign the franchise agreement.” Aplt. Br. at 7. In addition, the

Seventh Circuit’s analysis was driven in large part by its recognition that

Kavanaugh was the only person or entity who could have pursued an action against

the manufacturer under the ADDCA. Kavanaugh, 353 F.2d at 717 (“It is

inconceivable that Ford, owning all the voting stock of the dealership corporation

and being in complete control of it, would ever seek the protection afforded by the

statute.”) Here, Volvo did not control the operations of the Great Basin

corporations and thus could not have completely precluded them from making the

decision to sue. Indeed, most of the corporations (which Jackson controlled) chose

to use that right as a bargaining tool during the liquidation process. Compare 2

Vincel v. White Motor Corp., 521 F.2d 1113, 1120 (2d Cir. 1975) (finding “no

justification for allowing the shareholders . . . to maintain an action in their own

name” where the corporation “explicitly relinquished” its claims in bankruptcy

proceedings). These critical differences render the reasoning of Kavanaugh

inapplicable to this case. 
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The second case on which Jackson heavily relies is York Chrysler-Plymouth,

Inc. v. Chrysler Credit Corp., 447 F.2d 786 (5th Cir. 1971). In York, the Fifth

Circuit purported to adopt the reasoning of Kavanaugh. See id. at 790. However,

the analysis was quite different. In that case, the Yorks operated dealership

corporations pursuant to an agreement with the manufacturer, Chrysler. At the

outset, the court recognized that the Yorks were “not signing parties to the

franchise agreement.” Id. Moreover, the Yorks, rather than Chrysler, maintained

“control of the stock of the dealership corporation,” id., so there was no reason to

suspect the manufacturer could prohibit the corporation from filing suit as it did in

Kavanaugh. Nonetheless, the Fifth Circuit allowed the Yorks to pursue individual

claims against Chrysler under the ADDCA on the grounds that they were

“inextricably woven” into the franchise relationship. Id. The court noted that the

“individuals would not come within the scope of the Act merely because they were

sole stockholders, officers, and directors of the corporate franchise holder.” Id.

However, the unique position held by these individuals was demonstrated by the

fact that Chrysler was explicitly given the power to terminate the franchise

agreement if either of the Yorks died or failed to maintain active management of

the corporation or were convicted of certain crimes. Id. at 790–91. Thus, because

the court deemed the Yorks “essential to operation of the dealership” by Chrysler,

they were granted standing under the ADDCA. Id. at 790.

Jackson argues that we should adopt the reasoning of York and apply it to his
 Despite Jackson’s suggestion to the contrary, we have not yet considered 3

this issue. In Colonial Ford, Inc. v. Ford Motor Co., 592 F.2d 1126, 1129 (10th

Cir. 1979), we cited York for its plain language interpretation of the term

“manufacturer,” not the exception to the plain language that York created for the

term “dealer.”

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case because he was the principal or sole shareholder of each of the Great Basin

subsidiaries and was heavily involved in the negotiations for Volvo dealership

agreements. Therefore, he alleges, he too was “inextricably woven” into the

business arrangements and “essential to the operation” of the various dealerships. 

This is a question of first impression for our circuit. As a preliminary matter, 3

we note that most other circuits have expressly refused to carve out exceptions to

the ADDCA. See Bishay v. Am. Isuzu Motors, Inc., 404 F.3d 491 (1st Cir. 2005)

(construing analogous statute and rejecting York); Vincel v. White Motor Corp., 521

F.2d 1113, 1120 (2d Cir. 1975) (distinguishing York and Kavanaugh); Tucker v.

Chrysler Credit Corp., 149 F.3d 1170, *4 (4th Cir. 1998) (unpublished) (rejecting

York); Olson Motor Co. v. General Motor Corp., 703 F.2d 284, 289 n.5 (8th Cir.

1983) (distinguishing York); Sherman v. British Leyland Motors, 601 F.2d 429, 440

n.11 (9th Cir. 1979) (rejecting York); Pearson v. Ford Motor Co., 68 F.3d 1301,

1303 (11th Cir. 1995) (distinguishing York). But see Rea v. Ford Motor Co., 497

F.2d 577, 584 (3d Cir. 1974) (applying York).

We agree with the majority position. The text of the statute plainly cuts

against Jackson. Where a statute is unambiguous on its face, the court need not

inquire further. Connecticut Nat’l Bank v. Germain, 503 U.S. 249, 253 (1992). 
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Moreover, where parties choose the corporate form and receive all the benefits that

flow from that structure, we should be hesitant to ignore the consequences. 

Jackson has not alleged an “alter ego” theory, nor has he argued that we should

pierce the corporate veil of the Great Basin entities to expose the shareholders to

personal liability. He has not made this argument for good reason: to do so would

risk exposing his own assets to creditors of the bankrupt corporations. In short, we

see no reason to depart from the plain language of the ADDCA and therefore

decline to extend its application to those who do not qualify as “dealers” under the

Act. 

Accordingly, we dismiss Jackson’s ADDCA claim for lack of statutory

standing.

C. State Law Claims 

Last, Jackson and Great Basin Companies appeal the district court’s dismissal

of four state law claims. These include three claims brought by Jackson (fraud,

promissory estoppel, and negligent misrepresentation) and a separate claim brought

by Great Basin Companies (promissory estoppel). The district court granted

summary judgment against Jackson and Great Basin Companies on the basis that

they failed to show an actual injury and therefore lacked standing for purposes of

federal court jurisdiction. We agree that summary judgment was appropriate but

for slightly different reasons than those articulated below. 

1. Constitutional Standing
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In granting summary judgment, the district court considered the state law

claims in terms of constitutional standing. As the court correctly pointed out, a

party pursuing an action in federal court must meet the requirements of Article III

standing: (1) injury in fact that is (2) traceable to the defendant and (3) redressable

by the court. Essence, Inc. v. City of Fed. Heights, 285 F.3d 1272, 1280 (10th Cir.

2002) (citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 560 (1992)). An

“actual or imminent” injury must be present for a party to proceed on its claims. 

Id.

The purpose of the standing inquiry is not to determine whether a party has

proven its case but to gauge whether it should be granted access to the federal

courts. The focus of the injury element is on ensuring a legitimate dispute between

the parties. See Lujan, 497 U.S. at 883 (denying standing to challenge

environmental policy because plaintiffs’ allegations that they used land in the

vicinity of affected areas did not establish a connection between them and the

proposed government action). A plaintiff who is personally harmed has a stake in

the litigation and is not a mere intermeddler. See Sierra Club v. Morton, 405 U.S.

727, 739 (1972) (denying standing to prevent construction of ski resort because

general environmental concerns were not sufficient to demonstrate these plaintiffs

would be personally affected by the project). For this reason, the issue generally

arises in the constitutional or public law context and is rarely implicated in private

civil disputes. 
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No one disputes that Jackson and Great Basin Companies have personal stakes

in these private contractual disputes or that the alleged injuries were to them, as

opposed to other parties. The district court merely concluded they had failed to

show disputed facts concerning their alleged losses—a determination more properly

understood as a failure to meet Rule 56’s requirement that controverted material

facts are necessary in order to proceed to trial. Consequently, although Jackson

and Great Basin Companies may have standing to pursue claims in federal court,

their claims must still withstand analysis under the traditional summary judgment

standards. The state law claims do not meet this test.

2. Summary Judgment

When a party moves for summary judgment, it will be granted if “the

pleadings, depositions, answers to interrogatories, and admissions on file, together

with the affidavits, if any, show that there is no genuine issue as to any material

fact and that the moving party is entitled to judgment as a matter of law.” Fed. R.

Civ. P. 56(c). Plaintiffs seeking to overcome a motion for summary judgment may

not “rest on mere allegations” in their complaint but must “set forth specific facts

showing that there is a genuine issue for trial.” Fed. R. Civ. P. 56(e) (emphasis

added). Here, the record conclusively establishes that Jackson and Great Basin

Companies did not suffer the injuries they alleged. Without this essential element,

each of their claims necessarily fails, and summary judgment was properly entered.

a. Jackson
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Jackson has based all his appealed state law claims (fraud, promissory

estoppel, and negligent misrepresentation) on the alleged loss that resulted from his

investment in Great Basin Nebraska. Jackson created this corporate entity to

purchase a dealership in Nebraska, for which he paid a $400,000 deposit for stock

in Great Basin Nebraska. Jackson alleges that, after discovering the investment did

not include everything originally anticipated, he would have rescinded his deposit

under the purchase agreement. He claims that based on assurances from Volvo, he

chose to go forward with the agreement and thus gave up his right to the return of

his $400,000 deposit.

Having thoroughly examined the parties’ arguments and accompanying record

evidence, we agree with the district court that Jackson has not demonstrated a

genuine issue of material fact as to his alleged damages. In the summary judgment

proceedings, Volvo argued Jackson’s investment actually earned him a profit. In

particular, Volvo pointed out, and Jackson conceded, that there was no evidence of

an investment in Great Basin Nebraska beyond the $400,000 deposit. But

Jackson’s investment entitled him to ownership of one hundred percent of Great

Basin Nebraska’s stock, of which he subsequently sold two thirds to other investors

for $1,000,000 and exchanged the remaining third for shares in Great Basin

Companies. Based on this record evidence, the district court concluded that

Jackson suffered no injury in fact. To the contrary, his investment resulted in a net

gain of at least $600,000, instead of a loss.
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On appeal, Jackson does not challenge this finding by the district court. His

opening brief focuses on the $400,000 investment and on his decision to give up his

right to rescind the agreement, but he fails to address the $1,000,000 cash and

additional stock he subsequently received. His reply brief addresses (for the first

time) the findings issued by the district court. He concedes he exchanged stock in

Great Basin Nebraska for stock in Great Basin Companies but does not

acknowledge the shares that he sold. Instead, Jackson spawns a new theory—that

his alleged loss is based on some undisclosed amount by which his stock decreased

in value subsequent to his investment. It is unclear whether he is referring to stock

he previously owned in Great Basin Nebraska or stock he subsequently received

from Great Basin Companies. If the former, the facts do not support his claim

because he sold part of his interest at a higher price than he paid. If the latter, the

decrease in value would be irrelevant because, even if the stock he received in trade

was worthless, he would still have made a $600,000 gain on the investment in

Great Basin Nebraska, which he alleges he would have rescinded.

Accordingly, we conclude Jackson has failed to demonstrate a genuine issue of

material fact with regard to his alleged loss and Volvo is entitled to summary

judgment on these claims. 

b. Great Basin Companies

Similarly, Great Basin Companies’ promissory estoppel claim requires a

showing of disputed facts relating to its alleged economic harm. Great Basin
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Companies claims Volvo promised to purchase the Nebraska dealership but then

failed to do so. As a result of Great Basin Companies’ continued holding of the

dealership, it incurred loss in the form of an increased inter-company loan balance. 

According to Great Basin Companies, it purchased Great Basin Nebraska on

June 30, 2000, and relinquished it six months later, on December 31, 2000. 

According to the record, the relevant monthly inter-company loan balances were as

follows: 

June 2000 $6,582,853.10

July 2000 $6,222,048.96 

December 2000 $6,545,871.24

Aplt. App. at 1018. In its briefs, Great Basin Companies asserts that the figures for

June and July represented the balances at the beginning of each month but that the

figure for December represented the balance at the end of the month. Thus, Great

Basin Companies claims the recorded July balance, $6,222,048.96, represented the

balance on July 1, which most closely aligns with the date they purchased the

stock, June 30. Great Basin Companies also alleges, however, the December

balance, $6,545,871.24, represents the balance as of December 31, which was the

date it relinquished the stock. Thus, it concludes, the record shows an increased

loan balance of $323,822.28.

In addition to presenting an inconsistent method of interpretation, Great Basin

Companies’ argument contradicts its own testimony on the subject. According to

the deposition testimony of Al Vanleewen, Great Basin Companies’ chief financial
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officer, the numbers represent the loan balance as of month end. Thus, the amount

listed under June 2000 is the balance as of the date Great Basin Companies

acquired the Nebraska dealership on June 30, 2000. Calculating the numbers

correctly, the loan balance on June 30, 2000 (the day Great Basin Companies

acquired stock in the Nebraska dealership) was $6,582,853.10. The loan balance

on December 31, 2000 (the date Great Basin Companies relinquished its stock) was

$6,545,871.24. Based on Mr. Vanleewen’s testimony, the amount Great Basin

Companies owed actually decreased by $36,981.86 during the relevant period. 

Accordingly, Great Basin Companies cannot show that it incurred loss in the form

of increased debt. Summary judgment was therefore proper because Great Basin

Companies can show no damages under its promissory estoppel claim.

 Accordingly, while we apply a different legal framework than the district

court, we affirm the result reached below.

III. Conclusion

For the foregoing reasons, we AFFIRM the district court’s decisions disposing

of the above claims by Jackson and Great Basin Companies against Volvo.