## Facts

- Garwood Packaging, Inc. (GPI) developed a meat-packaging system but failed commercially and, by 1993, had approximately $3 million in debt and no funds.
- GPI retained Martin, a vice president of Allen & Company, Inc. (Allen), to help locate investors.
- Martin told GPI Allen would consider investing $2 million if another investor made a comparable investment; Allen also expected to place part of its contemplated investment with other investors to reduce risk.
- Martin located Hobart Corporation, which was willing to manufacture $2 million in machines in exchange for equity, but negotiations stalled over equity allocation and creditor releases.
- Hobart and other anticipated investors conditioned participation on GPI obtaining releases from existing creditors.
- During negotiations, Martin assured GPI’s principals he would see the deal through “come hell or high water.”
- GPI claimed it took costly steps in reliance on these assurances, including financial and operational concessions and foregoing other opportunities.
- The deal never closed: no contract was signed, equity terms were unresolved, creditor releases were not obtained, and potential co-investors withdrew.
- Allen ultimately declined to invest; GPI later filed for bankruptcy.
- In a diversity action in the Southern District of Indiana, GPI sought damages on a promissory estoppel theory under Indiana law; the district court granted summary judgment for Allen.
- A threshold appellate issue arose regarding finality and the timing of GPI’s notices of appeal; the case proceeded to merits review.

## Issues

1. Whether the court of appeals could reach the merits despite questions about the timeliness and finality of the notice(s) of appeal under Fed. R. App. P. 4(a).
2. Whether Martin’s assurances, including “come hell or high water,” were a sufficiently definite promise to support promissory estoppel under Indiana law.
3. Whether GPI’s alleged reliance on those statements was reasonable given the unresolved contingencies and the sophistication of GPI’s principals.

## Decision

- The Seventh Circuit permitted the appeal to proceed and reached the merits.
- The court affirmed summary judgment for Allen.
- The court held that Martin’s statements were not an enforceable promise for promissory estoppel purposes and that GPI could not reasonably treat them as a binding commitment to invest in the absence of final terms and satisfied conditions.

## Legal Principles

- Promissory estoppel under Indiana law requires a promise that can reasonably be understood as a commitment and that foreseeably induces reliance.
- Strongly worded assurances or expressions of determination made during negotiations, without definite terms, do not necessarily constitute a “promise.”
- Reasonableness of reliance is assessed in context, including the parties’ commercial sophistication and whether essential contingencies and third-party conditions remain unresolved.
- Where key terms are unsettled, required conditions are unmet, and no contract is executed, expenditures made in pursuit of closing a deal may be treated as business risk rather than reliance on a legally enforceable commitment.

## Conclusion

The Seventh Circuit concluded that optimistic, emphatic statements made during an incomplete, contingency-laden investment negotiation did not amount to a definite promise under Indiana promissory estoppel, and it affirmed summary judgment for the alleged promisor.


Garwood Packaging, Inc. v. Allen & Co., 378 F.3d 698 (7th Cir. 2004)