NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

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No. 12-3662

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PAUL SCAGNELLI; JAMES HAMILL; CARL COSENZO

v.

RONALD A. SCHIAVONE

Paul Scagnelli; James Hamill,

Appellants

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On Appeal from the United States District Court

for the District of New Jersey

(District Court No. 3-09-cv-03660)

District Judge: Honorable Mary L. Cooper

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Argued June 11, 2013

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BEFORE: McKEE, Chief Judge, and AMBRO and GREENBERG, Circuit Judges

(Filed: September 11, 2013)

Jay S. Becker (Argued)

Catherine J. Bick

Giordano, Halleran & Ciesla, P.C.

125 Half Mile Road, Suite 300

Red Bank, New Jersey 07701

Counsel for Appellants
2

James E. Cecchi 

Lindsey H. Taylor (Argued)

Carella, Byrne, Cecchi, Olstein, Brody & Agnello

5 Becker Farm Road

Roseland, New Jersey 07068

Counsel for Appellee

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OPINION

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McKEE, Chief Judge

Paul Scagnelli and James Hamill appeal an order entered by the District Court 

granting summary judgment to Ronald Schiavone.1 For the reasons set forth below, we 

will affirm.2

I.

Because we write primarily for the parties who are familiar with this case, we only 

briefly recite the procedural history and essential facts.

We exercise plenary review over a grant of summary judgment. See Liberty 

Lincoln-Mercury, Inc. v. Ford Motor Co., 676 F.3d 318, 323 (3d Cir. 2012). Summary 

judgment is only appropriate when there is no issue in dispute regarding any material 

fact, and the moving party is entitled to judgment as a matter of law. See id. A grant of 

summary judgment is reviewed in the light most favorable to the non-moving party. See 

 

1

 Carl Cosenzo was also a plaintiff but he did not appeal the District Court’s grant of 

summary judgment.

2

The District Court had jurisdiction under 28 U.S.C. § 1332(a). We have jurisdiction 

pursuant to 28 U.S.C. § 1291.
3

id. This means that all reasonable inferences must be drawn in the non-movant’s favor. 

See id.

II.

Scagnelli and Hamill contend that the District Court erred because (A) there were 

genuine issues of fact concerning the existence of an implied or oral contract, (B) since 

there may have been a contract, their good faith and fair dealing claim should not have 

been dismissed, and (C) the Court decided genuine issues of fact and overlooked caselaw 

in dismissing their promissory estoppel claim. We disagree.

A.

Under New Jersey law,3“[a] contract arises from offer and acceptance, and must 

be sufficiently definite that the performance to be rendered by each party can be 

ascertained with reasonable certainty.” Baer v. Chase, 392 F.3d 609, 618-19 (3d Cir. 

2004) (quoting Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992)). A contract 

may be: (1) express, including oral or written, (2) implied-in-fact, and (3) implied-in-law. 

See Wanaque Borough Sewerage Authority v. Township of West Milford, 144 N.J. 564, 

574 (1996) (internal quotation omitted). A contract is “express if the agreement is 

manifested in written or spoken words, and implied-in-fact if the agreement is manifested 

by conduct.” Id. By contrast, “‘[c]ontract implied-in-law’ is a somewhat disfavored 

synonym for ‘quasi-contract.’” Id. Here, the so-called “Troika” had no enforceable 

contract, express or implied, because of insufficient certainty of the material terms of an 

alleged agreement. See Morton v. 4 Orchard Land Trust, 849 A.2d 164, 170 (N.J. 2004). 

 

3

The parties do no dispute that New Jersey law governs all claims in this case.
4

The parties never agreed on a specific percentage of sale proceeds to be given to the 

Troika, nor when and how proceeds would be provided. See Heim v. Shore, 151 A.2d 2d 

556, 562 (N.J. App. Div. 1959) (alleged agreement was too indefinite to constitute a 

contract because “still open for negotiation were the terms of payment, including the 

principal amount of the mortgage, the due date, the interest rate, and the usual provisions 

with respect to default in interest and taxes.”). Rather than showing the existence of a 

contract, the draft agreements, oral communications, and other conduct indicate that the 

Troika engaged in ongoing negotiations with Schiavone. Furthermore, the negotiations 

concerned forming an employment agreement with SCC, not Schiavone. Accordingly, 

the claim for breach of an implied or oral contract fails as a matter of law.

B.

Under New Jersey law, every contract has an implied covenant of good faith and 

fair dealing. See Wilson, et al. v. Amerada Hess Corp., et al., 773 A.2d 1121, 1126-27 

(N.J. 2001) (internal quotation omitted). As explained by the District Court, Scagnelli 

and Hamill’s claim under this theory fails because there was no contract from which an 

implied covenant could arise. See Noye v. Hoffmann-La Rouche, Inc., 570 A.2d 12 (N.J. 

App. Div. 1990) (“In the absence of a contract, there can be no breach of an implied 

covenant of good faith and fair dealing.”).

C.

“Promissory estoppel is made up of four elements: (1) a clear and definite 

promise; (2) made with the expectations that the promisee will rely on it; (3) reasonable 

reliance; and (4) definite and substantial detriment.” Toll Bros., Inc., et al. v. Board of 
5

Chosen Freeholders of County of Burlington, et al., 944 A.2d 1, 19 (N.J. 2008). “Under 

New Jersey law, the sine qua non of a promissory estoppel claim is a clear and definite 

promise.” Ross v. Celtron Int’l, Inc., 494 F. Supp. 2d 288, 296 (D.N.J. 2007). As Judge 

Cooper clearly explained in her carefully crafted and thorough opinion, Scagnelli and 

Hamill’s promissory estoppel claim fails because Schiavone’s promise to “do something” 

or “take care of” the Troika was vague in the extreme. See Del Sontro v. Cedant Corp., 

223 F. Supp. 2d 563, 574 (D.N.J. 2001) (“Indefinite promises or promises subject to 

change by the promisor are not ‘clear and definite’ and cannot give rise to a claim of 

promissory estoppel.”); Automated Salvage Transport, Inc., etc., et al. v. NV Koninklijke 

KNP BT, et al., 106 F. Supp. 2d 606, 622 (D.N.J. 1999) (“Plaintiffs point to many alleged 

misrepresentations made by [defendant]. They fail, however, to single out a concrete

promise.”) (emphasis added).

III.

Accordingly, we will affirm the order granting summary judgment in favor of 

Schiavone.