## Facts

- QVC ran a 1997 vendor search (“50 in 50 Tour”) to identify local businesses to sell products on its televised network.
- QVC hired Network Trade Associates, Inc. (NTA) to coordinate with state economic-development offices; an Illinois agency employee, Roberta Janis, assisted locally.
- QVC did not contract with the Illinois agency or Janis, though Janis referred to herself in correspondence as “QVC Project Manager.”
- Vendor solicitation materials (drafted/approved by QVC) included a disclaimer that any sales relationship would be governed only by a written QVC purchase order, which would be the sole valid contract.
- After Illinois trade shows, NTA instructed Janis not to contact selected vendors until QVC did so.
- Janis mistakenly sent Bethany a letter on state letterhead that appeared to confirm selection as a participating vendor; Bethany was actually only an alternate, and the letter did not indicate alternate status.
- Bethany bought about $100,000 of product inventory in reliance on the letter.
- QVC later informed Bethany it was only an alternate; QVC never issued a purchase order to Bethany, and Bethany never appeared on QVC.

## Issues

1. Whether Janis had actual or apparent authority to bind QVC to an agreement with Bethany.
2. Whether an enforceable contract existed despite the solicitation disclaimer requiring a QVC purchase order as the only valid contract.
3. Whether the district court abused its discretion by denying leave to amend to add a promissory estoppel claim after summary-judgment briefing.

## Decision

- The court affirmed summary judgment for QVC.
- The court held Janis lacked actual authority because QVC had no agency or contractual relationship with her or the state agency.
- The court held Janis lacked apparent authority because QVC made no manifestations that Janis could bind QVC, and the written materials expressly limited contracting to a QVC purchase order.
- The court held no reasonable factfinder could find a contract where the stated condition for contract formation—a QVC purchase order—never occurred.
- The court affirmed denial of leave to amend, finding no abuse of discretion given the late timing and the proposed claim’s inability to overcome the defects in authority and reasonable reliance.

## Legal Principles

- Apparent authority must rest on the principal’s manifestations; an alleged agent’s self-description or unilateral representations do not create authority to bind the principal.
- Clear written disclaimers and express conditions of contract formation are enforceable; reliance on inconsistent informal communications is unreasonable where the disclaimer is accepted and the condition is unmet.
- A district court may deny leave to amend at the summary-judgment stage for undue delay or prejudice, and where the amendment would not cure a dispositive deficiency.

## Conclusion

The Seventh Circuit held that QVC was not bound by a mistaken letter sent by a non-agent state employee, that no contract formed absent the required QVC purchase order, and that the district court acted within its discretion in rejecting a late amendment to add promissory estoppel.


Bethany Pharmacal Co. v. QVC, Inc., 241 F.3d 854 (7th Cir. 2001)