## Facts

- PFT Roberson, Inc. operated a large long-haul trucking fleet under a comprehensive “fleet agreement” with Freightliner covering purchases, maintenance pricing, trade-ins/repurchase, and an exit clause.
- After Freightliner issued a termination notice and a dispute arose, Roberson sought an alternative supplier and negotiated with Volvo Trucks North America, Inc. and Volvo Transportation Services, N.A., Inc. for a multi-year arrangement involving new truck purchases and handling used Freightliner equipment.
- From November 2001 through January 2002, the parties exchanged multiple drafts of a proposed “Master Agreement,” but no document was signed.
- A Volvo representative sent a December 6, 2001 email captioned “Confirmation of our conversation” summarizing items the parties had “come to agreement on” and items still needing to be “review[ed] and finalize[d],” with completion contingent on senior management approval.
- Roberson later settled its dispute with Freightliner and extended its relationship with Freightliner, then sued Volvo for breach of contract and fraud, contending the December 6 email itself was the contract and that Volvo acted fraudulently by continuing to negotiate.

## Issues

1. Whether the December 6, 2001 email and surrounding communications created an enforceable contract for a complex, multi-year fleet arrangement.
2. Whether managers’ subjective beliefs that a deal existed were admissible or probative of contract formation.
3. Whether Volvo’s continued negotiations after the December 6 email could support a fraud claim.

## Decision

- The Seventh Circuit reversed the judgment for Roberson on the contract claim and held Volvo was entitled to judgment as a matter of law.
- The court concluded that no reasonable jury could find a binding contract based on the December 6 email and the parties’ course of dealing.
- The court rejected reliance on testimony about uncommunicated “feelings” of agreement as inconsistent with objective contract doctrine.
- The court disposed of Roberson’s fraud theory and cross-appeal consistent with its conclusion that the email reflected conditional, incomplete negotiations rather than a firm commitment.

## Legal Principles

- Contract formation depends on objective manifestations of mutual assent, not a party’s unexpressed beliefs or internal expectations.
- A communication summarizing negotiations is not a contract when it indicates unresolved material terms and conditions completion on future finalization and management approval.
- In complex commercial transactions, the absence of agreement on essential terms and the parties’ continued drafting and bargaining can preclude finding a binding contract.
- Continued negotiation and attempts to refine terms ordinarily do not constitute fraud absent a misrepresentation of a present fact or a false claim of final commitment.

## Conclusion

The Seventh Circuit held that a “confirmation” email recapping progress in negotiations, coupled with unsigned draft master agreements and continued bargaining, did not create a binding fleet contract; objective, complete, and unconditional assent was lacking, so the contract judgment could not stand and the related fraud theory failed on the same premise.


PFT Roberson, Inc. v. Volvo Trucks N. Am., Inc., 420 F.3d 728 (7th Cir. 2005)