Universal Truckload, Inc. v. Dalton Logistics, Inc.

Dalton Logistics, Inc. (Dalton) (defendant), a shipping broker, hired shipping companies to move large freight for its clients. In early 2013, Dalton lost significant income, and Dalton’s executives decided to close the company while there was still money to distribute. At that point, Dalton was worth $5.7 million. Dalton told one of its frequent shipping partners, Universal Truckload, Inc. (Universal) (plaintiff), that it was closing. Universal’s president asked about buying Dalton. Dalton’s executives were open to the idea but said any sale had to happen quickly because Dalton was running out of money. Universal sent an indication-of-intent letter that was not a binding agreement but expressed Universal’s interest in buying Dalton if certain conditions were met. In May 2013, leaders from Universal and Dalton met in person. Later, Dalton’s executives claimed that, during this meeting, Universal had agreed to buy it for $25 million, which Universal denied. It was undisputed that, after that meeting, (1) the president of Universal’s parent company repeatedly assured Dalton’s executives that Universal would buy Dalton and (2) Dalton’s executives continuously expressed concern about speed because Dalton was low on money. In early 2014, Universal encouraged Dalton to accept a contract to ship oil-rig equipment to raise some revenue and to use Universal’s trucks for the job on credit. Universal billed Dalton $1.9 million for the work but told Dalton not to pay the bill, assuring Dalton the bill would get handled when Universal purchased Dalton. Ultimately, Universal declined to purchase Dalton. At that point, Dalton had no remaining value. Universal sued Dalton in federal district court for the $1.9 million bill. Dalton counterclaimed for promissory estoppel, alleging it had relied on Universal’s purchase promise to spend down its remaining $5.7 million in value. A jury awarded $5.7 million to Dalton and $1.9 million to Universal. Universal moved to vacate the award to Dalton, but the trial court denied the motion. The court also found Universal owed Dalton an additional $1.9 million because Dalton had incurred that debt in reliance on Universal’s purchase promise. The court offset Universal’s $1.9 million award by the $1.9 million Universal owed to Dalton. Thus, Dalton owed nothing, and Universal owed Dalton $5.7 million. Universal appealed, arguing there was not sufficient evidence to support the jury’s promissory-estoppel award to Dalton.