The opinion of the court was delivered by: Paul D. Borman United States District Judge
OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
Plaintiff's complaint against Defendant charges two counts: breach of contract and promissory estoppel. Plaintiff, Dream'n Promotions, LLC ("Dream'n"), entered into a written contract with Defendant, Woodward Dream Cruise, Inc. ("WDC"), whereby Dream'n would create, produce, and sell an official Woodward Dream Cruise*fn1 program. The agreement between the parties prohibited WDC from giving any publication, other than Dream'n, "the right to use" the official Woodward Dream Cruise logo. Dream'n contends that WDC breached the contract when an individual associated with WDC e-mailed the official Woodward Dream Cruise logo to the owner of Cruis'news ("CN" or "Cruis'news"), a competitor of Dream'n, which displayed the logo on the cover of, and throughout, its own publication during the Dream Cruise.
Now before the Court is WDC's Motion for Summary Judgment. This matter has been fully briefed and the Court heard oral argument on April 7, 2010. For the reasons that follow, taking the evidence in the light most favorable to the non-moving party, WDC's motion will be denied as to Dream'n's breach of contract claim, and granted as to Dream'n's promissory estoppel claim.
On March 31, 2008, Dream'n and WDC entered into a written agreement whereby Dream'n would create, produce, and sell an official Woodward Dream Cruise program to promote sponsorship of, and commemorate, the event. The contract was signed by Jim Thomas, the owner of Dream'n, Dale Dawkins, the President of WDC, and Dan Tanner, the Executive Director of WDC. In addition to being the Executive Director of WDC, Tanner was also the co-owner of a media agency: Tanner Friedman. Tanner Dep. at 13. At all times relevant to this action, Tanner Friedman had a contract with WDC to perform media services for WDC. Tanner Dep. at 22.
WDC is a non-profit organization that runs and oversees the Woodward Dream Cruise. Tanner Dep. at 19; WDC Br. at p. 1 n.1. At all times relevant to this action, WDC's office was located within the offices of Tanner Friedman and certain Tanner Friedman employees, including Justin Fisette, worked on the Woodward Dream Cruise project. Tanner Dep. at 103-104.
The contract between Dream'n and WDC included the following significant provision:
WDC shall not enter into any other agreement or with any other publisher for the rights to The Woodward Dream Cruise Program. No other publication shall have the right to use The Official Woodward Dream Cruise Program designation.
WDC Ex. C.*fn2 The parties agree that the term "designation," as it is used in the preceding sentence, is a reference to the official Woodward Dream Cruise logo. This logo is displayed at the top of the first page in WDC's Exhibit F.
At the beginning of the 2008 Woodward Dream Cruise event week, on or about August 11, 2008, during a visit to WDC's office, located in Tanner Friedman's offices, Dream'n's owner Thomas noticed a copy of CN's August 2008 Dream Cruise publication displaying the official Woodward Dream Cruise logo on the cover. Thomas Dep. at 42; WDC Ex. E. As described by Thomas at his deposition:
When I walked into Tanner's office that day and that morning, I -- before going into the conference room, I happened to walk by a desk where a woman, Sara Bloomberg, was sitting. On that desk were several copies of a publication called Cruis'news.
I immediately took a look at this magazine, this program, Cruis'news, and said what's this, to which Ms. Bloomberg replied oh, this is Cruis'news. It's a program or a magazine -- program, I believe she said, for the Woodward Dream Cruise and I've been working on it with them and helping them out with stories and content.
So I picked up a copy of the Cruis'news from her desk and walked down to Mr. Tanner's office and said what's this, to which he looked at it and said oh, that's Cruis'news. And I said well, it says here that it's -- that they're an official sponsor of the Woodward Dream Cruise and this is a program.
Thomas Dep. at 42. Tanner testified that when Thomas confronted him, he was "surprised" to learn that CN had used the official Woodward Dream Cruise logo in its publication:
I saw [the logo] on the cover [of CN's publication] and . . . I'm sure at the time was surprised. I'm sure I also made a mental note -- in fact, I know I made a mental note and mentioned it later to [legal counsel] to look into. I try to watch for various uses of our logo or -- I say our -- their logo or name and bring it to the attention of legal counsel to look into, but that would have been the extent to -- of it at that time.
WDC had sold a business sponsorship to CN, just as it had done with hundreds of other businesses who wished to be listed as an official sponsor of the Woodward Dream Cruise. Business sponsorships sold for $550 and entitled the sponsor to the following benefits:
* The sponsor's company logo is put on the Woodward Dream Cruise website (www.WoodwardDreamCruise.com) with a hyperlink back to the sponsor's company website.
* A 1.5" x. 1.5" ad on the "Official Woodward Dream Cruise Map."
* A 3" x 1.25" ad in the "Woodward Dream Cruise Newspaper Special Section."
* A business plaque with the sponsor's company name on it.
See WDC Ex. F. Importantly, the parties agree that a business sponsorship does not authorize the sponsor to use the official Woodward Dream Cruise logo. See Thomas Dep. at 82-83 (agreeing that "[t]here's nothing in the business sponsorship that authorizes anyone who buys [a business] sponsorship to use the Official Dream Cruise logo"). Thomas admitted at his deposition that "[t]here's nothing in [his contract with WDC] that says [WDC] can't sell a business sponsorship." Id. at 81. Based on this testimony, it is clear that WDC did not violate its contract with Dream'n by merely selling a business sponsorship to CN.
The owner of CN, Dana DeCoster, admitted that the business sponsorship agreement did not authorize him to use the official Woodward Dream Cruise logo and that CN had "no written documentation whatsoever from an authorized representative of [WDC] authorizing [his company] to use the official logo for any purpose." DeCoster Dep. at 82-83.
DeCoster testified that he received the official Woodward Dream Cruise logo as follows. DeCoster telephoned Justin Fisette, an employee of Tanner Friedman assigned to work on the Woodward Dream Cruise project,*fn3 and asked him for an electronic high resolution copy of the official Woodward Dream Cruise logo. Id. at 83. Fisette e-mailed DeCoster a high-resolution electronic copy of the logo. Fisette's e-mail did not ...