Appeal From the United States District Court For the Western District of Pennsylvania - Pittsburgh
Before: ALDISERT, Chief Judge, HUNTER, and WEIS, Circuit Judges
1. This is an appeal from the judgment of the United States District Court of the Western District of Pennsylvania in consolidated diversity actions brought by William Green, Jr., A. Wesley Wyatt, and Herbert C. Davis, against Interstate United Management Services Corporation ("I.U.M."), Interstate United Corporation ("Interstate"), and Hanson Industries, Inc. ("Hanson"). All parties involved take issue with rulings made at trial by the district court. We will affirm in part and reverse in part.
2. The events giving rise to this case began in 1977, when representatives of I.U.M.*fn1 entered into negotiations with Green, the general partner of Wyatt and Davis in a real estate development business, for the construction and lease of an industrial food preparation facility in suburban Pittsburgh. In the spring of 1978, at I.U.M.'s behest, Green presented a proposal for construction and lease of the facility on a site in the Turtle Creek Redevelopment Area. Albert Costley, I.U.M.'s regional vice-president, signed a letter of intent indicating that the proposal would be accepted if a satisfactory lease could be negotiated. However, negotiations fell through after the site proved to be too small to accommodate a facility that would meet I.U.M.'s specifications.
3. In January 1979, Green made a proposal for construction of the facility on an alternative site in North Versailles Township. Allegedly pursuant to authorization by Costley, Green and his partners purchased on option to buy this site. In a letter dated March 16, 1969, Costley indicated that I.U.M. would accept Green's proposal for construction and lease of the facility on the alternative site, and directed Green to "pursue acquisition" of the site. App. at 917. The letter continued:
It is our intention to enter into a fifteen year lease at an annual rent of 80,028.00, net, net, net, with two five year options. This agreement contingent on a lease satisfactory to both parties.
Please forward lease for approval.
4. On the strength of this letter, Green made arrangements to purchase the site and to finance the project. Green alleges that in August 1979 representatives of I.U.M. orally approved the written lease form he submitted. It is undisputed that at this time I.U.M. sought Interstate's and Hanson's approval of the proposed lease. After an independent appraisal of the proposed project, Interstate and Hanson concluded that the lease was unacceptable and refused to approve it. I.U.M. then declined to sign the lease.
5. Green and his partners then brought suit against I.U.M., Interstate, and Hanson for breach of contract, promissory and equitable estoppel, and misrepresentation. Green and his partners also sued Interstate and Hanson for interference with actual and prospective contractual relations and conspiracy to interfere with contractual relations. The district court limited Green to reliance damages on the breach of contract claim, ruling that there was no writing to satisfy Pennsylvania's Statute of Frauds for leases, Pa. Stat. Ann. tit. 68, 250.202, 250.203 (Purdon 1965). Again relying on the Statute of Frauds, the district court instructed the jury that it could award only reliance damages on Green's claims against Interstate and Hanson for interference with contractual relations. The district court also limited recovery on Green's promissory estoppel claims to reliance damages, and denied Interstate's and Hanson's motion for a directed verdict or judgment notwithstanding the verdict on the tortious interference and conspiracy claims.
6. The jury found I.U.M. liable for breach of an oral lease contract, promissory estoppel, and fraudulent misrepresentation. It found Interstate and Hanson liable for interference with contractual relations and conspiracy to interfere with contractual relations. As the parties had agreed at pretrial conference, the jury was given special interrogatories that required assessment of damages on each ...