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Tiger Team Technologies, Inc. v. Synesi Group, Inc.: US District Court : CONTRACT | PROMISE - no piercing; no agreement, no contract; no clear & definite promise without price; without representation, no misrepresentation; no reliance

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Tiger Team Technologies, Inc., f/k/a
Blackwater Technologies, Inc.,
a Nevada Corporation,
Plaintiff,
MEMORANDUM OPINION
v. AND ORDER
Civ. No. 06-1273 ADM/AJB
Synesi Group, Inc., f/k/a Portogo, Inc.,
a Minnesota Corporation; Tim Olish;
and Rod Miley,
Defendants.
______________________________________________________________________________
Boris Parker, Esq., Parker & Wenner, P.A., Minneapolis, MN, argued on behalf of Plaintiff.
Robert Zeglovitch, Esq., Law Offices of Robert Zeglovitch, Minneapolis, MN, argued on behalf
of Defendants Tim Olish and Rod Miley.
______________________________________________________________________________
I. INTRODUCTION
This matter is before the undersigned United States District Judge on Defendants Tim
Olish (Olish) and Rod Mileys (Miley) Motion for Summary Judgment [Docket No. 95]. In
its Second Amended Complaint [Docket No. 82], Plaintiff Tiger Team Technologies (T3)
asserts claims for breach of contract, promissory estoppel, deceptive trade practices, unfair
competition, fraud, and negligent misrepresentation. In an Order dated January 14, 2008
[Docket No. 65], the Court dismissed the deceptive trade practices, unfair competition, and
negligent misrepresentation claims against Miley and Olish. For the reasons set forth below,
Miley and Olishs Motion for Summary Judgment is granted on the remaining claims.
1 On a motion for summary judgment, the Court views the evidence in the light most
favorable to the nonmoving party. Ludwig v. Anderson, 54 F.3d 465, 470 (8th Cir. 1995).
2 The Court will use Synesi when referring to both Synesi and Portogo.
2
II. BACKGROUND1
T3 is a Nevada corporation with its principal place of business in California. 2d Am.
Compl. 1. T3 formerly was known as Blackwater Technologies, Inc. (Blackwater) until
October 11, 2006. Id. 6. Paul Hogan (Hogan) is the companys sole director and only
officer. Id. 9. Synesi Group (Synesi), formerly known as Portogo, Inc.,2 is a Minnesota
corporation. Id. 10. Synesi, which has not conducted business operations since the summer of
2006, owned process patents for the bonding and insuring of data transmitted through the
internet. Parker Aff. [Docket No. 111] Ex. A (Miley depo. at 33-34); Olish Aff. [Docket No. 98]
2. Olish is a Minnesota resident who was a member of the board of directors for Synesi from
2003 until the present and also served as its president. Id. Olish owned a 2% share in the
company. Id. 3. Miley is a Minnesota resident and has served on the board of directors for
Synesi since 2001. Miley Aff. [Docket No. 99] 2. He also served as Chief Executive Officer
(CEO) of Synesi during 2004 and part of 2005. Id. Miley owned a 4.67% share in the
company.
During 2004 and 2005, Synesi was pursuing the patent applications. Olish Aff. 6. It
received notice of allowance of claims for one of the patents in August 2004. Id. Throughout
2004, Synesi worked to accelerate patent claims through the Patent and Trademark Office and
was granted its first patent in July 2005. Id. During this same period, Synesi began looking for
business partners who might apply the technology covered by the patent. Id. Olish and Hogan
3
discussed the possibility of Synesi hiring Hogan as a consultant to help Synesi write a business
plan to market the technology. Hogan Aff. [Docket No. 110] 3. Miley, Olish, and Hogan met
in June 2004 to discuss how they might get a developed product to the marketplace. Id. This
was the first time Hogan met Miley. Parker Aff. Ex. C (Hogan depo.) at 111. Synesi did not
ultimately hire Hogan as a consultant because Marcellus Knoblach (Knoblach), the major
investor in Synesi, objected to paying for Hogans services. Id. at 113-14.
On July 10, 2004, following a phone call from Olish, Hogan sent Synesi a business plan
for a medical transcription business concept. Parker Aff. Ex. 25. Hogan then sent an email to
Olish on July 29, 2004 in which he stated:
The following is my understanding of what was agreed to in our
discussions Tuesday last.
Tiger Team Technologies and the Synesi group have agreed to an
exclusive license and or rights to the e-transaction [Synesi]
processing technology all e-file services Tiger Team provides to the
medical and dental industries. This license is understood to to (sic)
be universal and worldwide. In consideration [Synesi] will receive
as yet to be determined royalty per transaction.
Id. Ex. 26. Three days later, Hogan sent Olish another email stating I do need to firm up some
things with you and [Synesi]. There may be a reason for a much broader relationship I would
like to explore. Id. Hogan testified that among the items he needed to firm up were
licensing and deliverables and marketing. Hogan depo. at 220. There was no draft of a
licensing agreement at that time. Id. at 224. Shortly after sending these communications, Hogan
purchased a shell company for 5,000 that became T3 for the purpose of a public stock offer
to raise funds for the venture. Hogan Aff. 10.
On August 4, 2004, Olish and Hogan met with a company specializing in health care
4
privacy compliance, and shortly thereafter, Hogan informed Olish that he was telling the street
that these deals are in place. Parker Aff. Exs. 27, 28. He also told Olish, I know the verbal is
good but I have to nail it down corporately. Id. Ex. 28. Olish informed Miley that the original
U.S. patents had been allowed on August 12, and Hogan sent Olish another email on August 17
stating, we need to obtain [a substantive agreement], letter of understanding [or] something in
writing. Id. Exs. 29, 30. He concluded by asking Olish for a time frame for when I can expect
to see the [Synesi] licensing agreement. Id. Ex. 30. Three days later Hogan asked Olish: Any
news on the final draft of the licensing agreement? Id.
Olishs notes from September 2004 identify T3 as a lead candidate for a business
relationship. Id. Ex. 24. Also in September, Synesis board of directors called a special meeting
after Knoblach informed Miley of his intention to call due over million in unpaid principal
and interest on loans his trust made to Synesi. Id. Ex. 33. Because Synesi lacked the capital to
pay back these loans, Miley and Olish recommended that Synesi attempt to negotiate a standstill
agreement with Knoblach to prevent Knoblach from foreclosing on the patents. Id. Hogan was
never informed about this development. Hogan Aff. 18.
On October 15, Olish sent Hogan an email marked as a confidential draft in which he
discusses the strategic relationship between T3 and Synesi. Parker Aff. Ex. 36. Olish states
that Synesi planned to give T3 exclusive rights to Synesis process in the medical services field
but that issues needed to be finalized prior to a licensing agreement being completed. Id.
Hogan characterized this email as an attempt to finalize the agreement. Hogan depo. at 86.
Hogan also testified that he never received a term sheet from Synesi. Id. at 87. The parties
never reached an agreement as to price or the specific circumstances under which the licensing
5
agreement could be terminated and the process for doing so. Id. at 104-05. For the next two
months, the parties continued to discuss the project status. Olish depo. at 205-06.
On December 14, Olish wrote an initial draft of a letter from Synesi to Hogan outlining
some areas of concern regarding public representations about the relationship between T3 and
Synesi. Parker Aff. Ex. 43. In this draft letter, Olish states that it needs to be clear that there is
a licensing agreement in place between Synesi and T3. Id. The letter also raises concerns that
T3 is representing that it owns Synesis patents. Id. Before finalizing the letter and sending it to
Hogan, Olish sent the draft to Synesis attorney Larry Ingwersen. Id. On December 21, Olish
sent Hogan a final copy of the letter with somewhat different language. Id. Ex. 44. Specifically,
the letter informs Hogan that until the agreement is in place, both companies need to make sure
that our documents, websites, etc. clearly articulate a pending licensed reseller relationship. Id.
Throughout the remainder of December and into early January, Hogan and Olish
continued to exchange emails about representations made to the public. Hogan depo. at 182-84.
On January 13, 2005, Synesi sent a letter to Hogan advising him that effective immediately,
Synesi would be ceasing all communications with T3. Parker Aff. Ex. 49. Synesi cited the fact
that its informal communications with T3 have[] resulted in several erroneous external
communications; and negatively impacted [its] primary mission. Id.
T3 commenced this action in March 2006. Compl. [Docket No. 1]. In October 2007,
Miley and Olish moved for judgment on the pleadings. The Court dismissed a number of claims
but allowed T3 to proceed with its claims of breach of contract, fraud, and promissory estoppel
against Miley and Olish. Jan. 14, 2008 Order at 14. Also, the Court required T3 to file materials
demonstrating that it was the real party in interest. Id. T3 did so and the Court denied without
6
prejudice Miley and Olishs objection regarding T3s status as the real party in interest. Mar. 28,
2008 Order [Docket No. 81] at 6. The parties have completed discovery, and Miley and Olish
move for summary judgment.
III. DISCUSSION
A. Summary Judgment Standard
Federal Rule of Civil Procedure 56(c) provides that summary judgment shall issue 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); see Matsushita Elec.
Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 252 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). On a motion
for summary judgment, the Court views the evidence in the light most favorable to the
nonmoving party. Ludwig v. Anderson, 54 F.3d 465, 470 (8th Cir. 1995). The nonmoving party
may not rest on mere allegations or denials, but must demonstrate on the record the existence of
specific facts which create a genuine issue for trial. Krenik v. County of Le Sueur, 47 F.3d 953,
957 (8th Cir. 1995).
B. Piercing the Corporate Veil
As a threshold issue, Miley and Olish argue that they cannot be held individually liable
for breach of contract and promissory estoppel because they were acting as agents of the
corporation and T3 cannot demonstrate that the Court should pierce the corporate veil. A court
may pierce the corporate veil when the corporation is an alter ego or mere instrumentality of an
individual shareholder. Victoria Elevator Co. of Minneapolis v. Meriden Grain Co., Inc., 283
7
N.W.2d 509, 512 (Minn. 1979). When applying this doctrine, courts are concerned with the
reality and not form, with how the corporation operated and the individual defendants
relationship to that operation. Id. In determining whether to pierce the corporate veil, courts
should look at a number of factors including:
insufficient capitalization for purposes of corporate undertaking,
failure to observe corporate formalities, nonpayment of dividends,
insolvency of debtor corporation at time of transaction in question,
siphoning of funds by dominant shareholder, nonfunctioning of other
officers and directors, absence of corporate records, and existence of
corporation as merely facade for individual dealings.
Id. Additionally, veil piercing requires not only that a number of these factors be present, but
also that there be an element of injustice or fundamental unfairness. Id.
T3 argues that Synesi was merely an alter ego and instrumentality created so that Miley
and Olish could receive a salary and for the purpose of enabling Knoblach to foreclose on his
interest and obtain the patents. There is no evidence that Synesi failed to observe corporate
formalities, failed to pay dividends, failed to keep corporate records, or that there was a
siphoning of funds by the dominant shareholder, Knoblach. Although Synesi owed a large
outstanding debt to Knoblach at the time of the negotiations with Hogan, the debt was in the
form of a bridge loan to enable Synesi to pursue its patents and a return on the process it was
developing. See Assn of Mill & Elevator Mut. Ins. Co. v. Barzen Intl, Inc., 553 N.W.2d 446,
450 (Minn. Ct. App. 1996) (finding that insufficient capitalization and insolvency at the time the
debts were incurred did not, without more, warrant veil piercing). Finally, while T3 suggests
that Miley and Olish failed to perform their jobs and merely had positions so that they could
collect salary, it can point to no evidence to support this assertion. Additionally, a six-month
budget starting in April 2004 shows a ,000 salary for Olish and a ,000 salary for Miley
3 Even if the Court were to pierce the corporate veil, Miley and Olish would be entitled to
summary judgment for the reasons discussed on the other claims.
8
salaries not unusual for a president and CEO of a start-up company, especially given the
potential for a large return on the patents. Parker Aff. Ex. 22. For these reasons, piercing the
corporate veil and holding Miley and Olish individually liable on the breach of contract and
promissory estoppel claims is inappropriate.3
C. Breach of Contract
The parties do not dispute that they never executed a formal license agreement. Thus, the
issue is whether the written and oral representations by Miley and Olish in their negotiations
about a licensing agreement created an enforceable contract. A contract requires a meeting of
the minds on all essential elements. Minneapolis Cablesystems v. City of Minneapolis, 299
N.W.2d 121, 122 (Minn. 1980). Under Minnesota law, an agreement is unenforceable when it
evidences nothing more than an intention to negotiate in the future. Hanson v. Phillips Beverage
Co., 487 N.W.2d 925, 927 (Minn. Ct. App. 1992). A letter of intent may be binding, however, if
the parties manifest an intent to be bound and the letter contains all essential terms. Metro
Office Parks Co. v. Control Data Corp., 205 N.W.2d 121, 125 (Minn. 1973).
T3 argues that a contract was formed on July 29, 2004 when Hogan sent an email to
Olish summarizing the agreement and the parties understandings. The July 29 email discusses
an exclusive licensing agreement between T3 and Synesi for the rights to Synesis bonding and
insuring process patents. Parker Aff. Ex. 26. The email states that in consideration for an
exclusive license, Synesi will receive an as yet to be determined royalty per transaction. Id.
(emphasis added). Also, the email commits T3 to funding the project pending a proposal
9
defining the structure of the project. (emphasis added). Hogan also wrote it was understood
that by committing to this funding, again pending further negotiations, [T3] and or [] Hogan
individually, has exclusive rights to this project for a term not to exceed 180 business days from
the date of this memorandum. Id. (emphasis added). The abundance of qualifying language in
this email from Hogan runs contrary to manifesting an intent to form a contract in the email
itself.
Synesi also argues that no contract was formed because there was no meeting of the
minds between the parties. Specifically, Synesi argues the email fails to contain two essential
terms: (1) the price T3 would pay for the license, and (2) the specific circumstances under which
the licensing agreement could be terminated or the process for doing so.
Price may be an essential term to a contract, and the failure for the parties to agree on a
price can indicate there was no meeting of the minds. Van Meeruwen v. Swenson, 141 N.W.
112, 113 (Minn. 1913). Nonetheless, a contract may be formed if a price could be supplied by
either the context of the negotiations or by fixing it to a market price at some point in the future.
Id. When asked in his deposition whether the parties reached an agreement about the price that
T3 would pay for the license, Hogan responded that they did not because [T3] as we moved
forward was asked to incur more and more costs associated with commercializing the product,
the service. Hogan depo. at 104. Hogan also called the price a moving target. Id. This
testimony indicates both that the parties had not agreed on a price and that the price was an area
of concern between the parties. Moreover, given the fact that Synesi was providing a unique
product, it would be impossible for the Court to supply this term based on a market price.
After Miley and Olish filed their motion for summary judgment on October 21, 2008,
10
Hogan filed an affidavit stating, [p]er our agreement, Synesi would receive a per transaction
royalty for each transmission. We agreed that Synesi would receive a royalty in the 10% to 15%
range for each transmission; however, being that early in the marketing process, it would have
been premature to assign an exact percentage. Hogan Aff. of Nov. 17, 2008 8. In Herring v.
Canada Life Assurance. Co., the Eighth Circuit explained that, a party cannot create a sham
issue of fact in an effort to defeat summary judgment by filing an affidavit directly contradicting
prior deposition testimony. 207 F.3d 1026, 1030 (8th Cir. 2000) (quoting Camfield Tires, Inc.
v. Michelin Tire Corp., 719 F.2d 1361, 1365-66 (8th Cir. 1983)). A limited exception exists if a
subsequent affidavit explain[s] certain aspects of the deposition testimony or where the prior
testimony reflects confusion on the part of the witness. Herring, 207 F.3d at 1030-31. Here,
by contrast, Hogans deposition testimony was clear and unambiguous. He twice testified that
the parties had not reached an agreement on price, and the first mention of a 10% to 15% royalty
range occurred in a post-motion affidavit responding to Miley and Olish arguing that there was
never a meeting of the minds. The Court will not consider Hogans affidavit and finds that there
was no meeting of the minds on the essential element of price. Therefore, no contract was
formed between the parties and the Court grants Miley and Olishs motion for summary
judgment on the breach of contract claim of Count I.
D. Promissory Estoppel
T3 argues that its interactions with Miley and Olish pursuing an exclusive license to
market Synesis patented technology support a claim for promissory estoppel. Promissory
estoppel is an equitable doctrine that implies a contract in law when none exists in fact.
Martens v. Minnesota Min. & Mfg. Co., 616 N.W.2d 732, 746 (Minn. 2000). To prove a
11
promissory estoppel claim, a plaintiff must show that (1) a clear and definite promise was made,
(2) the promisor intended to induce reliance and the promisee in fact relied to his or her
detriment, and (3) the promise must be enforced to prevent injustice. Id.
Because the parties never agreed to a price, the July 29 email was not a clear and definite
promise. See Debron Corp. v. National Home Const. Corp., 493 F.2d 352, 357 (8th Cir. 1974)
(finding that a lack of a definite price defeats a claim of promissory estoppel). Additionally, the
parties later communications demonstrate that the promise was not definite. On both August 17
and 20, Hogan sent Olish emails discussing the need to obtain a final agreement on the licensing
arrangements and refers to the agreement as merely a draft. Olish responded on October 15
with an email marked confidential draft. Parker Aff. Ex. 36. In bold letters at the top it reads,
not for use by any party for any reason. Id. The letter refers to recent discussions regarding
T3 and its strategic relationship with [Synesi]. Id. The letter discusses insurance, patent, and
pilot program issues and concludes by stating that all issues need to be finalized prior to a
licensing agreement being completed. Id. Hogan, himself, characterized this email as an
attempt to finalize the agreement. Hogan depo. at 86 (emphasis added). The emails and
Hogans testimony demonstrate that there was never a clear promise as to a licensing agreement.
Rather, the communications between T3 and Synesi were negotiations over a potential licensing
agreement. See Moorhead Const. Co., Inc. v. Lien Const., Co., No. CX-93-2161, 1994 WL
284970, at *3 (Minn. Ct. App. June 28, 1994) (finding that a lack of mutual assent between the
parties foreclosed a promissory estoppel claim). Because there was never a clear and definite
promise made to T3 by Synesi or Miley and Olish, summary judgment is granted on the
promissory estoppel claim.
12
E. Fraud
In its Complaint, T3 alleges that [d]espite the fact that [Miley and Olish] knew no patent
had been granted, [they] repeatedly assured Mr. Hogan that the Synesi technology was fully
patented and that [] T3 would be granted a license to sell it. Compl. 52. T3 argues this
constitutes fraudulent misrepresentation and/or omission. To prove fraudulent
misrepresentation, a plaintiff must show:
(1) there was a false representation by a party of a past or existing
material fact susceptible of knowledge; (2) made with knowledge of
the falsity of the representation or made as of the partys own
knowledge without knowing whether it was true or false; (3) with the
intention to induce another to act in reliance thereon; (4) that the
representation caused the other party to act in reliance thereon; and
(5) that the party suffered pecuniary damage as a result of the
reliance.
Hoyt Properties, Inc. v. Prod. Res. Group, L.L.C., 736 N.W.2d 313, 318 (Minn. 2007). To prove
fraudulent omission, T3 must also show that Miley and Olish were under a duty to disclose.
Baer Gallery, Inc. v. Citizens Scholarship Found. of Amer., Inc., 450 F.3d 816, 821 (8th Cir.
2006). Such a duty may exist when one party has special knowledge of material facts to which
the other party does not have access. Id. Corporate officers can be found liable for fraud if
they directly engage in the fraudulent conduct. State by Humphrey v. Alpine Air Prod., Inc., 490
N.W.2d 888, 898 (Minn. Ct. App. 1992). Finally, a representation or expectation as to future
acts is not a sufficient basis to support an action for fraud merely because the represented act or
event did not take place. Vandeputte v. Soderholm, 216 N.W.2d 144, 147 (Minn. 1974).
T3 has presented no evidence that Miley and Olish represented to T3 or Hogan that
Synesi possessed the patent. The only information in the record that arguably is a representation
by either Miley or Olish about the patent is the October 15 email from Olish that the business
13
and technology components of the process are in the final stages of development. Parker Aff.
Ex. 36. There is also no evidence that Miley or Olish represented that T3 would have an
exclusive license to Synesis patents because the parties never concluded their negotiations.
Finally, the alleged misrepresentation is not actionable because there is no evidence of T3
suffering pecuniary damages caused by reliance on a representation. See Martens, 616 N.W.2d
at 747 (holding that a misrepresentation must be the proximate cause of the damage). On
September 29, Hogan, on behalf of T3, entered into a funding agreement with Seaside
Investments for million. Id. 17. Through this agreement, T3 transferred 11,000,000 shares
of T3 stock to Seaside in exchange for million in tradable Seaside stock that T3 could sell to
raise funds. Id. The plan was for the funds to be held by an escrow agent and not issued until
the listing for Seaside was approved by the London Stock Exchange. Parker Aff. Ex. D
(McClory depo.) at14. Seaside failed to list its shares on the London Stock Exchange. Id. at 15.
Because Seaside failed to list its shares on the London exchange, a necessary condition for the
agreement, the causation element is not satisfied. For these reasons, T3s fraud claim fails.
T3 included in its opposition memorandum a number of other allegedly fraudulent
actions by Miley and Olish that had not been previously raised. See Pl.s Mem. in Oppn to
Summ. J. [Docket No. 108] at 30-32. Federal Rule of Civil Procedure 9(b) requires that when
alleging fraud, a party must state with particularity the circumstances constituting fraud or
mistake. This requirement is designed to enable defendants to respond specifically, at an early
stage of the case, to potentially damaging allegations of immoral and criminal conduct. BJC
Health Sys. v. Columbia Case Co., 478 F.3d 908, 917 (8th Cir. 2007). These new allegations by
T3 were not pled in the original Complaint nor were they pled in either of the subsequent
4 The claims against Miley would also fail because T3 has presented no evidence that
Miley engaged in any communications related to the formation of the alleged contract, made a
promise that would serve as the basis of promissory estoppel, or misrepresented or omitted
relevant information to T3. T3 relies on conclusory allegations that because Miley was CEO of
Synesi, he therefore must have been aware of the alleged acts or is liable on the basis of failing
to correct any omissions. The vast majority of communication between the parties occurred
between Olish and Hogan. Mileys only communications with Hogan were at the initial meeting
in June and a meeting in October. Olish had no duty to inform Miley about each communication
and did not report to Miley on a regular basis about the on-going negotiations. Miley depo. at
92-93. Because T3 has failed to present any evidence of Mileys involvement in the events
surrounding the breach of contract, promissory estoppel, and fraud claims, he is entitled to
summary judgment.
14
amended Complaints. Their late arrival to the lawsuit is prejudicial to Defendants.
For these reasons, Miley and Olishs Motion for Summary Judgment is granted on the
fraud claim.4
F. Real Party in Interest
Miley and Olish renew their objection under Federal Rule of Civil Procedure 17(a) that
T3 is not the real party in interest in this action under Federal Rule of Civil Procedure 17(a).
While there remains some confusion as to how T3 in its current form received control of the
interest to this lawsuit, the Court need not address this issue because all claims against Miley and
Olish have now been dismissed.
15
IV. CONCLUSION
Based upon the foregoing, and all the files, records, and proceedings herein, IT IS
HEREBY ORDERED that Defendants Tim Olish and Rod Mileys Motion for Summary
Judgment [Docket No. 95] is GRANTED.
.
BY THE COURT:
s/Ann D. Montgomery
ANN D. MONTGOMERY
U.S. DISTRICT JUDGE
Dated: March 18, 2009.
 

 
 
 

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