## Facts

- Cyril Baumhoer owned and operated a Jefferson City, Missouri service station and towing business (“Broadway Shell”) with associated real estate and business assets.
- Kenneth J. Prenger sought to buy the business and negotiated with Baumhoer in late 1994 and early 1995.
- On March 6, 1995, after negotiations, Baumhoer’s attorney drafted and the parties signed a letter describing a “tentative agreement” for a $925,000 sale with a contemplated April 1, 1995 closing.
- The letter made the deal contingent on Prenger obtaining “suitable financing” and stated that if financing was obtained the parties would develop a “comprehensive written contract” with terms satisfactory to both sides, including contingencies for appraisal and environmental studies.
- Prenger pursued financing and claimed he incurred expenses in reliance on the letter.
- Before Prenger secured financing and before any comprehensive contract was executed, Baumhoer accepted another buyer’s offer.
- In earlier litigation between the parties, the same letter had been held not to be an enforceable contract because it was an “agreement to agree.”
- Prenger then pursued a promissory estoppel claim based on alleged detrimental reliance on the letter.
- The circuit court granted Baumhoer summary judgment; Prenger appealed. Baumhoer sought appellate sanctions for a purportedly frivolous appeal.

## Issues

1. Whether the summary judgment motion satisfied Missouri Rule of Civil Procedure 74.04(c)(1) by stating with particularity the undisputed material facts with record support.
2. Whether the “tentative agreement” letter contained a sufficiently definite promise to support promissory estoppel despite being unenforceable as a contract.
3. Whether the appeal was frivolous, warranting appellate sanctions.

## Decision

- The court held Baumhoer’s summary judgment motion complied with Rule 74.04(c)(1) because it adequately identified the undisputed material facts and supported them with record references.
- The court held the letter did not contain a sufficiently definite promise to satisfy the promise element of promissory estoppel, given its conditional language and contemplation of further negotiation and additional contingencies.
- The court affirmed summary judgment for Baumhoer.
- The court denied Baumhoer’s motion for appellate sanctions, finding the appeal not frivolous.

## Legal Principles

- A Rule 74.04 summary judgment motion must state with particularity the undisputed material facts and cite the record so the opponent and court can identify the basis for judgment.
- Promissory estoppel in Missouri requires a clear, definite, and delineated promise; conditional or indefinite statements of future intent are insufficient.
- Promissory estoppel is not available to enforce an “agreement to agree” where material terms are left for future negotiation and satisfaction of multiple contingencies.
- If the asserted “promise” is too indefinite as a matter of law, summary judgment is proper because no genuine issue of material fact exists on the promise element.

## Conclusion

The court affirmed summary judgment because the parties’ signed letter was expressly tentative and contingent and merely contemplated negotiating a future comprehensive contract, making it too indefinite to constitute a promise enforceable through promissory estoppel; the court also rejected procedural challenges to the summary judgment motion and denied sanctions.


Prenger v. Baumhoer, 939 S.W.2d 23 (Mo. Ct. App. 1997)