Presidential must show that (1) Bonanno made certain promises; (2) Bonanno should have expected that Presidential would rely on those promises; and (3) Presidential did, in fact, rely on the promises to its detriment.[6] We conclude that genuine issues of material fact exist as to whether Presidential has satisfied these requirements, and that summary judgment was therefore inappropriate.[7]
(a) As to the first requirement, it is clear that the October 29 letter constituted a promise on the part of Bonanno; it is less clear exactly what that promise was. Presidential argues that the plain language of the letter shows that Bonanno promised unconditionally to pay Presidential a sum certain - $59,000 - by February 1, 1997. Bonanno, on the other hand, contends that the letter represents a promise to pay Presidential for the invoice, but only to the extent that it would be liable to Moccia Brothers under the invoice. Thus, Bonanno maintains that Presidential stands in the shoes of Moccia Brothers and is subject to any defenses that Bonanno would have had against a suit for payment by Moccia Brothers. Bonanno asserts the defense of nonreceipt of the goods, which it contends would have been a valid defense under the Bonanno/Moccia Brothers contract. It is undisputed for the purpose of summary judgment that Bonanno never received the goods and that this was a valid defense under Bonanno's agreement with Moccia Brothers. Thus, if Bonanno's interpretation of its promise to Presidential is correct, then Bonanno is entitled to summary judgment.
We start with the language of the fourth letter agreement.[8] By signing and returning the letter, Bonanno agreed to pay $59,000 "directly" to Presidential by February 1, 1997. This appears to be a straightforward promise to pay a sum certain by a specific date. Bonanno, however, points to the language in the agreement asking Bonanno to acknowledge that it will pay the invoice "within terms." Nothing in the letter explains the meaning of this phrase. Bonanno insists that it means within the terms of the Bonanno/Moccia Brothers contract, which requires payment only upon acceptance of the goods. Presidential, on the other hand, maintains that the phrase means only that Bonanno had a 90-day payment term, not that the provisions of the Bonanno/Moccia *813 Brothers contract have been "imported" into the letter agreement.
As further support for its position that Bonanno had no defenses against payment, Presidential points to the clause in which Bonanno agreed to pay "without offset of any kind." Once again, the letter agreement does not explain what this phrase means. Presidential asserts that "[t]he clear meaning of the term `offset' provides a broad scope of defenses and claims that Bonanno agreed to waive." Bonanno, on the other hand, argues that "offset" means a recoupment, not "affirmative relief or a "counterclaim."[9] Thus, according to Bonanno, while "there is arguably some dispute regarding Bonanno's ability to `offset' against Presidential," the phrase does not constitute a waiver of the right to assert defenses.
We find that the phrases "within terms" and "without offset of