Vannoy v. Saks Inc, et al

*Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
United States Court of Appeals
Fifth Circuit
F I L E D
February 9, 2004
Charles R. Fulbruge III
Clerk
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
No. 03-60662
Summary Calendar
JAMES VANNOY,
Plaintiff-Appellant,
versus
SAKS INC; JAMES COGGIN,
Defendants-Appellees.
Appeal from the United States District Court
for the Southern District of Mississippi
USDC No. 3:02-CV-1407
Before HIGGINBOTHAM, DAVIS, and PRADO, Circuit Judges.
PER CURIAM:*
Plaintiff-Appellant James Vannoy appeals the district court’s
order granting summary judgment on his contract claim in favor of
Appellees Saks, Incorporated and James Coggin. Vannoy filed suit
alleging that Saks induced him into accepting early medical
retirement by making oral promises that Vannoy would obtain future
employment with Saks. The district court dismissed Vannoy’s
claims, rejecting his promissory estoppel claim and concluding that

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1MISS. CODE ANN. § 15-3-1(d).
2
the alleged oral contract was barred by Mississippi’s statute of
frauds.1 We AFFIRM.
I
Vannoy first began working with McRae’s Department Store, the
predecessor-in-interest to Saks, in 1980. He worked for the
companies for approximately nineteen years, eventually attaining
the position of Senior Vice President and Chief Information
Officer. His employment contract expired on April 1, 1998, and
shortly thereafter, in early 1999, Vannoy’s health began to
deteriorate. Appellee James Coggin, the President and CEO of Saks,
informed Vannoy that Saks could provide him with a severance
package if he accepted medical retirement. According to Vannoy,
Coggin also made oral promises that Vannoy would be called back to
work in some capacity as a consultant for Saks.
Vannoy eventually decided to accept the medical severance
package, in part because of Coggin’s promise that he would receive
future employment with Saks. Under the retirement package, Vannoy
received his full yearly salary of $224,000 in 1999, $100,000 per
year in 2000 and 2001, his 1998 bonus, various stock options, and
health insurance until age 65. The financial terms of the
retirement package were set forth in a series of letters between
Vannoy and Saks, but Coggin’s alleged oral promises to provide
future employment were not mentioned in any writing.

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2Daniels v. City of Arlington, 246 F.3d 500, 502 (5th Cir.
2001).
3FED. R. CIV. P. 56.
3
Following his retirement, Vannoy had several meetings with
Coggin, during which Coggin repeated his promises of future
employment. For example, Coggin reassured Vannoy that he would
“make good on his promise” of continued employment with Saks; that
he was working on a position for him; that he could work for as
long as he wanted with Saks; and that he would “end up making more
money” as a consultant than he did as Senior Vice President.
In January 2002, Vannoy concluded that Saks did not intend to
provide him future employment when Coggin refused to meet with him.
He filed suit shortly afterward. Relying on the doctrine of
promissory estoppel, Vannoy alleged that Saks and Coggin induced
him to his detriment to accept a medical retirement package by
making oral promises of future employment. He sought to recover
wages and other damages lost as a result of his retirement. The
district court rejected his arguments, granting summary judgment to
Saks and Coggin.
We review a district court's grant of summary judgment de
novo, applying the same standards as the district court.2 Summary
judgment is appropriate when the summary judgment evidence shows
“that there is no genuine issue as to any material fact and that
the moving party is entitled to a judgment as a matter of law.”3
The parties agree that Mississippi law governs the interpretation

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4Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938).
5Sanders v. Dantzler, 375 So.2d 774, 776-77 (Miss. 1979).
4
of Vannoy’s contract and promissory estoppel claims.4
II
Vannoy argues that he relied on Coggin’s promises of future
employment to his detriment, and urges that the doctrine of
promissory estoppel compels Saks to stand by its commitments. He
argues that the district court incorrectly weighed his employment
status to determine that promissory estoppel did not apply. He
also argues that the court erred in concluding that promissory
estoppel could not overcome the requirements of the statute of
frauds.
Mississippi has long recognized that promissory estoppel can
render an otherwise non-enforceable promise enforceable in order to
prevent injustice. To prevail on a claim of promissory estoppel
under Mississippi law, a plaintiff must prove that the defendant
made a promise on which the plaintiff reasonably relied to his
detriment.5 Vannoy cannot satisfy this standard because he cannot
demonstrate that his decision to terminate his employment
constituted a sufficient detriment to justify imposition of
promissory estoppel.
Even if Vannoy’s decision to retire was induced by Coggin’s
promises of unspecified future employment, his claim of promissory
estoppel fails under Mississippi law. The Mississippi Supreme

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6Bowers Window & Door Co. v. Dearman, 549 So.2d 1309, 1315
(1989) (quoting Cunnison v. Richardson, 485 N.Y.S.2d 272, 275 (N.Y.
App. Div. 1985)); see also Dubard v. Biloxi H.M.A., Inc., 778 So.2d
113 (Miss. 2000); Solomon v. Walgreen Co., 975 F.2d 1086, 1091-92
(5th Cir. 1992) (applying Mississippi law).
7Bowers, 549 So.2d at 1314-15.
8Vannoy makes some reference in his brief that he “lost the
value of future retirement benefits” by accepting medical
retirement. He does not, however, specify what these retirement
benefits were, nor does he demonstrate why he was entitled to
receive them. Indeed, he never disputes or denies – either in his
brief to this court or in his response to Saks’s summary judgment
motion – Saks’s consistent assertions that, as an at-will employee,
he was not entitled to receive any retirement or severance package.
As a result, he failed to meet his burden to produce evidence that
he relinquished “future retirement benefits.” Allen v. Rapides
Parish Sch. Bd., 204 F.3d 619, 621 (5th Cir. 2000).
9Kelly v. Mississippi Valley Gas Co., 397 So.2d 874, 874-75
(Miss. 1981).
5
Court has clearly and consistently held that “‘a change of job
. . . , by itself, is insufficient to trigger invocation of the
promissory estoppel doctrine.’”6 In Bowers Window and Door
Company, Inc. v. Dearman, for example, the court rejected the
plaintiffs efforts to enforce an oral employment contract based on
promissory estoppel, even though the defendant’s promises of future
employment had induced the plaintiff to surrender his current
position.7 Like the plaintiff in Bowers, Vannoy did not relinquish
any rights by retiring in May 1999. He does not dispute that he
was an employee-at-will and was not entitled to receive retirement
benefits.8 He could be discharged by Saks at any time for “a good
reason, a wrong reason, or no reason.”9 Under these circumstances,

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10Bowers, 549 So.2d at 1314-1316. Vannoy, it should be noted,
never contended that the promised consulting position would
terminate within the fifteen month statutory period.
11Howell v. General Contract Corp., 91 So.2d 831, 834-35 (Miss.
1957) (rejecting a claim that an indefinite, vague oral promise
created a binding obligation) ; see also Clark v. Kellogg Co., 205
F.3d 1079 (8th Cir. 2000) (holding that an employer’s alleged offer
of “permanent, full-time employment” was too indefinite to support
employees’ promissory estoppel claim because the parties never
agreed to a specific starting date, salary, benefits package, or
work schedule).
6
Vannoy, like the plaintiff in Bowers, cannot rely on promissory
estoppel to enforce Coggin’s promises of future employment.
For similar reasons, he cannot escape the application of
Mississippi’s statute of frauds. Section 15-3-1 of the Mississippi
Code requires that “any agreement which is not to be performed
within the space of fifteen months from the making thereof” cannot
be enforced unless the agreement is in writing. Vannoy does not
dispute that Coggin’s alleged oral promises were never embodied in
any writing, even though the other terms of his retirement package
were contained in letters and other documents. Although promissory
estoppel can override the writing requirement in appropriate cases,
Vannoy has not demonstrated sufficient detriment to justify
overriding the statute of frauds.10
Finally, even if Vannoy could demonstrate sufficient
detriment, Coggin’s promises of future employment in this case are
simply too vague and indefinite to support application of
promissory estoppel.11 Beyond Coggin’s vague claims that Vannoy

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7
would “end up making more money,” there was no discussion of
salary, hours, responsibilities, or starting date. Indeed, Coggin
never even specified what position Vannoy would fill, referring
only vaguely to a consulting or training position. Under the
circumstances, Coggin’s alleged promises were simply too vague to
support a promissory estoppel claim.
III
For the foregoing reasons, the judgment of the district court
is AFFIRMED.

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