Sam Mannino Enters. v. Anadarko Petroleum Corp.

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

Appeal from the Order Entered July 21, 2020 In the Court of Common Pleas of Centre County Civil Division at No: 2016-4245

BEFORE: STABILE, J., KUNSELMAN, J., and STEVENS, P.J.E.^[*]

MEMORANDUM

STABILE, J.

Appellants, Sam Mannino Enterprises, Inc. and Sam Mannino Enterprises LLC, d/b/a Investors First Capital, appeal from the July 21, 2020 order entering summary judgment in favor of Appellee, Andarko Petroleum Corporation, Inc ("Andarko"). We affirm.

The trial court found the following facts:

This matter originates from [Andarko's] decision in 2015 to establish a rail project in Pennsylvania in order to ship waste water used in hydraulic fracturing ("fracking") to treatment facilities in Ohio, and subsequently return the water for reuse via the same method [Appellants] owned approximately thirty (30) tanker rail cars and sought to lease these tankers to [Andarko] [Appellants'] contact with [Andarko] was Chad Bruinooge and the two parties conducted preliminary negotiations over e-mail and phone

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beginning in spring of 2015. In the first correspondence between the parties in April 2015, Bruinooge explained to [Appellants] that rail leases are 'very difficult to sell to upper management' and that [Andarko] 'may not make a deal.' In a September 3, 2015, email, Bruinooge writes '…let's discuss the possibility of reaching a potential deal … we are very close to presenting this to upper management ….' In an email to [Appellants] dated October 5^th, 2015, Bruinooge states 'I have received the go ahead to move forward setting up our rail program …' and that Bruinooge needed a formal proposal from [Appellants]. [Sam Mannino ("Mannino"), principal of Appellants], responded by stating he would provide a proposal as soon as possible, and offered to let Bruinooge inspect the rail cars. [Mannino] sent an abbreviated term sheet to

Bruinooge, which [Mannino] later conceded in this litigation did not contain detail sufficient to make it a formal lease [Mannino] corresponded with Andarko's local representative, Abbie Allison, who instructed [Mannino] that it needed to execute a Master Services Agreement ('MSA'), as all entities doing business were required to do, before proceeding with the lease agreement. On October 19, 2015, [Mannino] had an email exchange with Ms. Allison about the prospect of becoming an approved vendor in Andarko's system, and that [Mannino] knew becoming an approved vendor was an issue separate and apart from the lease agreement. On October 20^th, 2015, Bruinooge traveled to Altoona to inspect the rail cars with [Mannino] and Larry Salone ('Salone'), during which Bruinooge allegedly stated to Salone that he would take the rail cars

Bruinooge stated in an email to Salone on October 22^nd, 2015, '[o]nce all of the setup is done getting Sam [Mannino] into our system and able to do work we will be able to execute the contract through the supply chain group.' On November 9^th, 2015, [Andarko] requested that [Appellants] execute the MSA; however, on November 10^th [Appellants'] agent Keith McClellan emailed Ms. Allison and Erin Kee, requesting significant changes to the MSA. Bruinooge sent another email on December 3^rd, stating that he now had permission to execute all contracts related to setting up [Andarko's] rail program. On December 14^th, [Mannino] emailed Bruinooge, the relevant portion of the exchange occurred as follows:

[t]he first group of approx. 20 cars is ready for you now and the balance will be ready in early January. However, we need to get the agreements in place

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first. Please let me know how we can move this process forward so we can wrap this lease up before the end of the year.

[Appellants] submitted [their] version of the MSA on December 22^nd, acknowledging that it was a separate agreement from the potential lease agreement. Mr. McClellan requested a combined version of both agreements, with the hope to finalize the deal that day, from [Andarko] on January 8^th, 2016, and the parties acknowledge this was the last proposal exchanged by either party. On January 14^th, 2016, Bruinooge responded to an email from [Mannino] stating that corporate management was uncomfortable with the negotiation positions taken by [Appellants], and that the commercial team would further evaluate [Mannino's] company before executing any lease contract. On March 8^th, 2016, Bruinooge informed [Mannino] in an email that [Andarko] would not be engaging in business with [Appellants] at the present time, effectively ending all negotiations. In response to this rejection, [Mannino] emailed [Andarko's] agent Erin Kee, alleging that [Appellants] had spent approximately $200, 000 refurbishing the rail cars for [Andarko], in addition to asserting claims for breach of contract and suggesting she review the emails and respond to him with a settlement offer. It is indisputable that the repair work referenced was related to damage the cars received while in the care of a prior lessee, Rocky Mountain Transportation, and that such repairs were necessary in order to lease the cars to anyone, including [Andarko]. It is also undisputed that [Appellants were the parties] who leased the rail cars in question to Rocky Mountain Transportation, and also filed litigation against the same to recover the cost of repairs for said damage. Ms. Kee responded to [Mannino] on March 10^th, 2016, reiterating that an agreement was never reached, and that [Mannino] was aware that any final agreement would come from management and not Bruinooge or any other agent.

Trial Court Opinion, 7/17/20, at 1-4 (record citations omitted; emphasis in original).

Appellants filed their complaint on November 11, 2016. The trial court consolidated this case with Centre County docket number 2017-3105 (we dispose of the companion appeal at number 3105 at appellate docket number

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1124 MDA 2020). Andarko answered Appellants' complaint on April 11, 2017. The parties proceeded through discovery and Andarko filed a motion for summary judgment on February 14, 2020. The trial court granted that motion on July 17, 2020. This timely appeal followed.

Appellants raise four assertions of error:

I. Did the trial court erred [sic] in finding that there was no issue of material fact as to whether an implied contract existed between the parties, where plain established facts showing there was a meeting of the minds on the key elements of a rail lease existed[?]

II. Did the court err in finding that there was no genuine issue of material fact as to whether [Appellants] reasonably relied upon a promise made by [Andarko]?

III. Did the court err in granting [Andarko's] motion for summary judgment when it did not view presented facts in a light most favorable to [Appellants]?

IV. Did the court err in finding that there was no issue of material fact as to whether Chad Bruinooge, agent of [Andarko], had authority to bind or obligate [Andarko], or whether [Andarko] acted reasonably upon relying on