## Facts

- Randall Weiss owned Gourmet and Specialty Food Works, LLC, a specialty-food distributor; Michael D. Smulders owned Garden of Light Natural Food Markets, Inc., a granola manufacturer.
- The parties executed a written distribution agreement making Food Works the exclusive distributor of Garden of Light’s granola.
- The agreement referenced a possible future merger or combination, but required any such transaction to be set out in a separate written document and included an integration clause for the agreement’s subject matter.
- Weiss alleged Smulders made oral promises that the parties would proceed with a joint venture/merger; Weiss claimed he relied by winding down his other business and investing time and money into the granola business.
- Smulders later indicated he would not proceed with the joint venture/merger, and Garden of Light terminated the distribution relationship.
- Plaintiffs sued for breach of an oral contract (to form the joint venture/merger) and promissory estoppel based on the oral promises.
- Defendants counterclaimed for breach of the written distribution agreement based on unpaid invoices for supplied granola.
- After a bench trial, the court rejected the oral-contract claim, found liability on promissory estoppel, but awarded only limited damages due to inadequate proof of the joint venture’s value; it also entered judgment for defendants on the unpaid-invoices counterclaim.

## Issues

1. Whether plaintiffs had standing to pursue promissory estoppel given Weiss’s bankruptcy, including whether the claim accrued before or after the bankruptcy filing.
2. Whether promissory estoppel based on an oral joint-venture/merger promise was barred by the distribution agreement’s integration clause and the parol evidence rule.
3. Whether plaintiffs proved promissory-estoppel damages with reasonable certainty, and whether the trial court was required to hold a separate post-trial evidentiary hearing on damages.
4. Whether judgment for defendants on the counterclaim for unpaid invoices was improper because defendants’ alleged prior material breach excused plaintiffs’ nonpayment.

## Decision

- The Connecticut Supreme Court affirmed the trial court’s judgment in all respects.
- It held plaintiffs had standing because the promissory-estoppel claim accrued after Weiss filed for bankruptcy.
- It held the oral joint-venture/merger promise was collateral to, and did not contradict, the integrated distribution agreement’s subject matter; promissory estoppel was not barred by the parol evidence rule.
- It upheld the limited damages award because plaintiffs did not prove the proposed joint venture’s value with reasonable certainty, and it found no abuse of discretion in declining a separate post-trial damages hearing.
- It upheld judgment for defendants on the breach-of-contract counterclaim for unpaid invoices.

## Legal Principles

- A debtor lacks standing to pursue claims that accrued pre-bankruptcy and belong to the bankruptcy estate; post-bankruptcy accrual leaves standing with the debtor.
- An integration clause and the parol evidence rule bar attempts to vary an integrated writing as to its subject matter, but do not necessarily preclude claims based on collateral promises addressing a distinct subject.
- Promissory estoppel may provide relief for detrimental reliance on a promise, but recoverable damages must be proven with reasonable certainty; speculative valuations of an unconsummated business venture are insufficient.
- A trial court has discretion to deny a separate post-trial evidentiary hearing on damages where the party had a fair opportunity to present proof at trial and further hearing would not cure evidentiary defects.
- A buyer’s obligation to pay for delivered goods under a written agreement may be enforced through a breach-of-contract counterclaim when nonpayment is proven and alleged excuses are not established.

## Conclusion

The Connecticut Supreme Court affirmed liability under promissory estoppel for a collateral oral promise to pursue a joint venture referenced but not consummated in a separate writing, while limiting recovery because the claimed joint-venture value was not proven with reasonable certainty and enforcing the supplier’s counterclaim for unpaid invoices under the written distribution agreement.


Weiss v. Smulders, 313 Conn. 227, 96 A.3d 1175 (Conn. 2014)