## Facts

- Dalton Logistics, Inc. brokered heavy-freight shipments for clients including Hess Corp. and Helmerich & Payne Int’l Drilling Co., and outsourced trucking work to Universal Truckload, Inc.
- Dalton accrued $1.9 million in unpaid freight charges owed to Universal.
- In 2013, Dalton faced financial distress and planned to wind down while it still had approximately $5.7 million in value.
- Universal expressed interest in acquiring Dalton; a letter of intent was nonbinding and conditional.
- Dalton presented evidence that Universal’s executives repeatedly assured Dalton that Universal would purchase Dalton and urged Dalton to keep operating while acknowledging Dalton’s cash shortfall.
- Universal encouraged Dalton to accept additional rig-transport projects and to use Universal’s trucks on credit; Dalton presented evidence that Universal instructed Dalton not to pay the resulting $1.9 million freight bill because it would be handled through the acquisition.
- The acquisition never occurred; Dalton’s equity value was depleted.

## Issues

1. Whether legally sufficient evidence supported promissory estoppel under Texas law (promise, foreseeable reliance, and substantial reasonable detrimental reliance) for a $5.7 million reliance-damages award.
2. Whether the district court properly added $1.9 million in promissory-estoppel damages for freight debt incurred in reliance and offset that amount against Universal’s $1.9 million contract judgment.
3. Whether any claimed basis supported imposing liability on Hess and H&P for the freight charges.

## Decision

- The court affirmed the judgment in full.
- The evidence permitted a reasonable jury to find Universal made a promise to purchase Dalton, that Dalton’s reliance was foreseeable, and that Dalton reasonably relied to its detriment.
- The $5.7 million award was upheld as reliance damages tied to Dalton’s lost ability to preserve value by winding down earlier.
- The district court’s additional $1.9 million reliance-damages determination and resulting offset against Universal’s contract recovery were affirmed, leaving Universal with no net recovery and Dalton with a $5.7 million net award.
- Hess and H&P were not held liable in the final judgment.

## Legal Principles

- Under Texas law, promissory estoppel requires (1) a promise, (2) foreseeability of reliance, and (3) substantial, reasonable, and detrimental reliance.
- A promise for promissory estoppel may be shown through repeated assurances and conduct; a nonbinding letter of intent does not bar a finding of a promise.
- Promissory estoppel generally supports reliance damages aimed at restoring the promisee to the position it would have occupied absent the promise, including loss of enterprise value and liabilities incurred due to induced reliance.
- On appeal from a jury verdict, sufficiency review asks whether evidence, viewed in the light most favorable to the verdict, permits a reasonable jury to find for the prevailing party; appellate courts do not reweigh credibility.
- Trial courts may structure relief to prevent double recovery and may offset overlapping awards when supported by the reliance theory and the record.

## Conclusion

The Fifth Circuit held that a reasonable jury could find that Universal’s assurances induced Dalton to continue operating and incur additional debt, supporting substantial reliance damages under Texas promissory estoppel and an offset that eliminated Universal’s contract recovery on the freight charges.


Universal Truckload, Inc. v. Dalton Logistics, Inc., 946 F.3d 689 (5th Cir. 2020)