Thomas Brule Trucking, LLC, Appellant,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A25-1010

Thomas Brule Trucking, LLC,
Appellant,

vs.

QTE By-Products, LLC, et al.,
Respondents.

Filed April 13, 2026
Affirmed
Bond, Judge

Renville County District Court
File No. 65-CV-24-174

Nicholas E. Evans, Robert G. Manly, Vogel Law Firm, Fargo, North Dakota (for appellant)

Katherine S. Barrett Wiik, Courtland C. Merrill, Douglas D. Anderson, Saul Ewing LLP,
Minneapolis, Minnesota (for respondents)

Considered and decided by Reyes, Presiding Judge; Harris, Judge; and Bond, Judge.
NONPRECEDENTIAL OPINION
BOND, Judge
Appellant challenges the summary-judgment dismissal of its breach-of-contract,
fraudulent misrepresentation, promissory estoppel, and unjust-enrichment claims against
respondents. We affirm.

2
FACTS
This case involves an alleged contract for the spreading of beet by-product materials
produced by the Southern Minnesota Beet Sugar Cooperative (SMBSC) factory in
Renville. Appellant Thomas Brule Trucking, LLC (TBT) is a trucking company
specializing in hauling materials for construction, industrial, and agricultural projects.
Respondent QTE By-Products, LLC (QTE) is a company owned by respondents Jeff Ploen,
Cory Ploen, Kye Ploen, and Mark Ploen (the Ploens) that hauls and distributes by-product
materials in farm fields.
TBT alleges that the parties entered into a contract, which QTE subsequently
breached, whereby QTE would work with TBT to spread SMBSC’s by-product materials
on the condition that TBT terminate its business relationship with another company, 3E
Solutions, LLC (3E). The following facts are taken from the summary-judgment record,
viewed in the light most favorable to TBT.1
The Parties’ Relationship and the SMBSC Contract
TBT and QTE’s working relationship began in 2021, when QTE assumed another
company’s contract with SMBSC and subcontracted with TBT to haul and spread
SMBSC’s by-product materials. When that contract expired in 2022, SMBSC requested
bids for a new contract for the hauling and spreading of its factory’s by-product materials,
beginning in August 2022 and expiring July 2025 (the 2022 contract). QTE submitted a

1 See Windcliff Ass’n v. Breyfogle, 988 N.W.2d 911, 916 (Minn. 2023).
3
bid, and TBT submitted a joint bid with 3E. SMBSC awarded the 2022 contract to 3E, and
TBT began working as a subcontractor for 3E.
TBT and QTE’s March and April 2023 Negotiations
Shortly after the death of 3E’s owner, Tony Rohs, in early March 2023, Paul
Leverington, TBT’s primary contact at QTE, contacted Thomas Brule, the owner of TBT.
According to Brule, Leverington raised the possibility of QTE working with TBT. During
a March 31 meeting with Brule, Leverington “continued to state how much QTE wanted
to work with [Brule] and TBT again.” After the meeting, Connor Ploen sent Leverington
a text stating: “Can’t stop thinking about your Brule feedback! Great Friday news and
hope we can agree to a partnership with him. Wahoo!”
On April 18, Brule, Leverington, Connor and Kye Ploen, and other QTE
representatives had dinner together after a conference. During the dinner, Leverington and
the Ploens “repeatedly represented to [Brule] that QTE would be willing to offer TBT the
same deal it had with 3E, whereby QTE and TBT would jointly perform the obligations of
the 2022 . . . [c]ontract and jointly split profits/losses equally.”
In late April, after 3E informed Brule that some farmers were “unhappy with the
way the by-product materials had been spread on their fields,” 3E and Brule agreed that to
continue work under the 2022 contract, “spreaders” needed to be used (at least in part) to
apply the by-product materials.
2 Neither 3E nor TBT owned spreaders, but QTE did. Once
it became apparent that use of spreaders would be necessary to properly perform the 2022

2 Plant by-products can be spread either by using a semi-truck to “side dump” the materials
or by using “spreaders” to spread the materials.
4
contract, “QTE’s representations regarding offering TBT the same deal it had with 3E
became more appealing” to TBT.
TBT and QTE’s May Communications and the May 31 Zoom Meeting
On May 25, Leverington emailed the Ploens summarizing the status of his ongoing
negotiations with TBT, 3E, and SMBSC:
I met with [a representative of SMBSC] today. He is ok with
us taking over the contract, would prefer it, but it has to be done
legally and transferred through 3E solutions since that is who
it is written with.

I met with [Brule] this afternoon. [Brule] knows they
have to invest in spreaders to do a good job. [Brule] would like
to propose to . . . Karen[ 3] (3E) that he wants to do this with
[QTE] as we have the shop, spreaders, tractors, and experience
to do it well.

. . . .

[Brule] spoke to Karen a few days ago about some of
these issues and possibly needing spreaders. Karen said, “if
we are going to get out of this, now is the time in June, not in
the middle of the year when the beet plant needs them.”
[Brule] thinks Karen will agree to do something if he tells her
he does not want to do this anymore with them as a partner.

. . . .

[Brule] doesn’t want to give Karen an ultimatum
without knowing that QTE would be in agreement to do
something with him. He wants something in writing. I don’t
think it needs to have all the details, but he just wants to make
sure we wouldn’t cut him out of the loop. I told him we could
put together a Memorandum of Understanding or some type of
agreement his attorney could look at.

. . . .

3 Karen Rohs became the controlling owner of 3E following the death of her husband.
5

After we nail something down with [Brule] in writing
that his attorney would review, he would then go to Karen and
tell her more directly what he wants to do. He would like to do
that next week with Karen.

Lastly – [Brule] would like to join our board call at the
end [of] tomorrow to hear from the four of you. . . . I think he
wants to see/hear that we are agreeable to making something
work or for us to share some ideas of what we could see
working. He is looking for some reassurance. Maybe we can
convince him so we don’t need to put together an agreement
before he talks to Karen?

Later that day, Leverington sent another email to the Ploens:

This thing is a ways away in happening but staying
hopeful it can come together. Karen . . . d[id] not want to give
it up though. We will have to do a good job selling ourselves
to [Brule] and wanting to work/partner with him. He is the
lynch pin in the deal.

On May 31, Leverington texted the Ploens that
[Brule] wants to be doing the contract the same way it is
[c]urrently but with us. I did send him a draft agreement today
but it was fairly basic and high level. I think he wants to figure
out a way to do it 50- 50. But is looking for more clarity on
your thoughts on how we would do it.

That same day, Brule had a Zoom meeting with Leverington and the Ploens. In an affidavit
opposing summary judgment, Brule averred that, during the Zoom meeting, “TBT and
QTE agreed that if TBT proceeded with the termination of its existing contract with 3E,
QTE would provide TBT the same agreement and split profits under the SMBSC Contract
50/50.” Later that evening, Leverington sent a text to the Ploens stating, “I think that went
well. It’s unfortunate we couldn’t have landed the whole contract. Half the earnings is
better than nothing though. Hopefully we can get a deal put together.”
6
Memorandum of Understanding
After speaking with its attorneys, QTE determined that, due to “the potential
liability exposure that 3E and TBT faced because of misapplication of by-product material
on growers’ fields,” it was too risky to “assume the 3E contract with SMBSC or assume
3E’s existing contract with TBT.” Even so, QTE “continued to discuss into June 2023 the
possibility of working with TBT, under a new contract with SMBSC, and without 3E’s
existing contract with TBT.” On June 1, Leverington sent Brule a memorandum of
understanding (MOU), stating in an accompanying email that Brule should “[f]eel free to
noodle on [it] and send [Leverington] a marked up copy or comments/additional things”
Brule would like to change. Leverington then stated, “Once we get something we all feel
comfortable with we can have the attorneys review it.” Neither party signed the MOU.
Letter of Intent
On June 14, Leverington emailed the Ploens, stating that QTE had “put together
[an] asset list . . . related to the SMBSC spreading. [Brule and QTE] are fairly close to a
50/50 deal. . . . We are trying to get an agreement put together on how we would operate
as a 50/50 partner [with TBT].” That same day, Leverington sent a letter of intent (LOI)
to TBT’s attorney, stating in an email:
Here is the red-lined version from [QTE’s attorney]. He
is ok with us signing this one.

I have been talking to [Brule] about the asset list and
have it put together. Going to send to our board for approval
on it.

. . . .

7
[QTE’s attorney] is traveling but I think he can be
available for a call if you think we need to have one regarding
[t]he LOI.

Otherwise I think we are getting close. If we can get the
asset lists figured out then we would just need to put it together
in the contract between [Brule] and QTE on how the two
parties would operate.

The LOI “set[] out the principal terms of a potential offer to provide services” and
was not “binding on the Parties,” but was rather “an expression of basic terms and
conditions that the Parties presently intend to incorporate in a formal written agreement
that will govern the Contract.” The LOI provided that “[n]o binding agreement shall exist
with respect to the Contract unless and until the services contract the Contract [sic] has
been duly executed and delivered by both parties.” Neither party signed the LOI.
On June 19, Leverington emailed a second draft of the LOI to Brule and TBT’s
attorney. Leverington texted Brule that “if [TBT’s attorney] wants to edit the [LOI] if he
has proposed changes to do so and I will send to [QTE’s attorney].” Brule responded:
I will be talking to Karen shortly and although we don’t
have everything ironed out with the attorneys and through
email I just want to confirm our understanding that if I do not
spread for [3E] and [QTE] takes over the contract that we will
be working together 50/50 the remainder of the 2-year contract
and splitting profits and working going forward beyond that.

Leverington replied, “Yes, that is the plan. We are in agreement with this. We will work
through an agreement with our attorneys but this is the plan.”
Following this text exchange, TBT terminated its contract with 3E.

8
TBT’s and QTE’s June Emails and the Draft Agreement
On June 22, Leverington emailed 3E’s and QTE’s attorneys, stating that he and
Karen had
been in communication regarding an LOI for QTE to purchase
the rights to a contract 3E owns to do work on behalf of
SMBSC. The contract . . . has two years remaining on it. . . .
Karen and I reached verbal agreement to purchase the contract
for $125,000.

In response to Jeff Ploen asking whether Brule was “[QTE’s] partner or a possible
sub contractor at this point,” Leverington stated that, “[a]s of now, nothing has changed
with [Brule]. I haven’t discussed anything with him.”
On June 27, Brule emailed a draft agreement to Leverington, stating, “I’m open to
changing things as needed and hoping QTE would be open to signing this today.” Later
that afternoon, Brule sent a follow-up email to Leverington and Jeff Ploen about the draft
agreement:
Hey guys let me know what you think about this. It’s a
starting point and once things are finalized we can finetune and
tweak and make all the necessary changes we need to. This
will at least give me peace of mind going forward. I don’t
know how much more time we have to deal with this.

There is no evidence in the record that Leverington or Jeff Ploen replied to Brule’s email.
QTE’s Contract with SMBSC and the Current Litigation
On July 11, QTE entered into a four-year contract with SMBSC. QTE did not end
up working with TBT in any capacity.
In April 2024, TBT commenced this action against respondents, alleging claims for
breach of contract, fraudulent misrepresentation, promissory estoppel, tortious interference
9
with business expectancy, and unjust enrichment. Respondents moved for summary
judgment. After a hearing, the district court granted respondents’ motion for summary
judgment on all claims.4
TBT appeals.
DECISION
In a summary-judgment appeal, “we examine whether there are any genuine issues
of material fact and whether the district court erred in its application of the law.” Kenneh
v. Homeward Bound, Inc., 944 N.W.2d 222, 228 (Minn. 2020). Summary judgment is
appropriate if the moving party shows that “there is no genuine issue as to any material fact
and the movant is entitled to judgment as a matter of law.” Minn. R. Civ. P. 56.01. A fact
is material if it “ is one of such a nature as will affect the result or outcome of the case
depending on its resolution.” Zappa v. Fahey, 245 N.W.2d 258, 259-60 (Minn. 1976). We
review a district court’s summary-judgment decision de novo, Visser v. State Farm Mut.
Auto. Ins. Co., 938 N.W.2d 830, 832 (Minn. 2020), viewing the evidence in the light most
favorable to the nonmoving party without weighing the facts, Kenneh, 944 N.W.2d at 228.
I. The district court did not err in granting summary judgment in favor of
respondents on TBT’s breach-of-contract claim.

TBT argues that an enforceable contract was formed on May 31 and that genuine
issues of material fact regarding the existence of a contract preclude summary judgment
on its breach-of-contract claim.

4 The parties agreed that TBT’s tortious interference with business-expectancy claim was
unsupported by the evidence and the district court dismissed the claim.
10
To establish a breach-of-contract claim, a plaintiff must prove three elements:
“(1) formation of a contract, (2) performance by plaintiff of any conditions precedent to
his right to demand performance by the defendant, and (3) breach of the contract by
defendant.” Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn. 2011). “The
formation of a contract requires communication of a specific and definite offer, acceptance,
and consideration.” Thomas B. Olson & Assocs., P.A. v. Leffert, Jay & Polglaze, P.A., 756
N.W.2d 907, 918 (Minn. App. 2008) (quotation omitted), rev. denied (Minn. Jan. 20,
2009). In addition, the formation of a contract “requires mutual assent among the parties
involved in the transaction.” SCI Minn. Funeral Serv s., Inc. v. Washburn -McReavy
Funeral Corp., 795 N.W.2d 855, 864 (Minn. 2011). “Mutual assent entails a meeting of
the minds concerning a contract’s essential elements.” Id. (quotation omitted); see Peters
v. Mut. Benefit Life Ins. Co., 420 N.W.2d 908, 914 (Minn. App. 1988) (stating that a
contract does not exist unless the parties have agreed “with reasonable certainty about the
same thing and on the same terms”) . “Formation of a contract is judged by the objective
conduct of the parties rather than their subjective intent.” Olson & Assocs., 756 N.W.2d at
918.
Generally, whether a contract exists is an issue of fact for the factfinder. Gresser v.
Hotzler, 604 N.W.2d 379, 382 (Minn. App. 2000). “But when the record taken as a whole
could not lead a rational trier of fact to find for the nonmoving party, summary judgment
is proper.” Id. (quotation omitted) (affirming district court’s grant of summary judgment
because no rational trier of fact could find that a contract was formed).
11
The district court granted summary judgment for respondents because it determined
that “[n]one of the evidence in the record shows a manifestation of mutual assent by QTE,
but only an agreement to negotiate” and therefore “[n]o reasonable person could find that
a contract was formed” between QTE and TBT. The district court reasoned that “[t]he
repeated reference to and the involvement of the attorneys in drafting the MOU and the
LOI objectively show that QTE did not have any intention of entering into a contract with
TBT unless and until any agreement was reviewed and approved by its attorney.” On
appeal, TBT points to three pieces of evidence that, it contends, show an agreement on
essential terms, thereby creating a genuine issue of material fact about the existence of a
contract.
TBT first highlights Leverington’s May 31 email to the Ploens stating, “[i]t’s
unfortunate we couldn’t have landed the whole contract. Half the earnings is better than
nothing though.” But TBT neglects to address the last sentence of Leverington’s email,
which states, “[h]opefully we can get a deal put together.” This language is at odds with
TBT’s assertion that, through the May 31 email, QTE acknowledged it had reached a
binding agreement with TBT earlier that day. Contrary to TBT’s assertion, the May 31
email does not create a genuine issue of material fact whether that the parties had reached
“a meeting of the minds concerning a contract’s essential elements.” SCI, 795 N.W.2d at
864. Following the May 31 meeting, the parties continued negotiating essential terms of a
potential agreement, including what specific assets each party would contribute to operate
as equal partners. These negotiations continued as late as June 27, when Brule emailed a
draft agreement to Leverington and Jeff Ploen, stating that the agreement was “a starting
12
point and once things are finalized we can finetune and tweak and make all the necessary
changes we need to [make].” Because the undisputed evidence shows that the parties had
not agreed “with reasonable certainty about the same thing and on the same terms,” Peters,
420 N.W.2d at 914, the May 31 email is insufficient to defeat summary judgment.
TBT also relies on Brule’s statement in his affidavit that, during the May 31 Zoom
meeting, “TBT and QTE agreed that if TBT proceeded with the termination of its existing
contract with 3E, QTE would provide TBT the same agreement and split profits under th e
SMBSC Contract 50/50.” But we must review the evidence in the record as a whole when
determining if there is a genuine issue of material fact. Rygwall v. ACR Homes, Inc., 6
N.W.3d 416, 427 (Minn. 2024). As discussed above, undisputed evidence from the record
shows that the parties were engaged in ongoing negotiations regarding essential elements
of a potential agreement for weeks after the May 31 meeting. Given the summary-
judgment record as a whole, no reasonable person could rely on Brule’s affidavit to
conclude that the parties had entered into an enforceable contract on May 31. See id. (“A
genuine issue of material fact exists when reasonable minds can draw different conclusions
from the evidence presented.”); see also J.E.B. v Danks, 785 N.W.2d 741, 751 (Minn.
2010) (stating that appellate courts must not view a single piece of evidence in isolation
when determining whether there is a genuine issue of material fact). Therefore, Brule’s
assertion in the affidavit that the parties mutually assented to the essential terms of the
13
agreement and formed an enforceable contract during the May 31 Zoom meeting is
insufficient to establish a genuine issue of material fact precluding summary judgment.5
Lastly, TBT points to a June 19 text chain, which it contends evidences an
agreement as to the material terms of the parties’ May 31 contract. On that date, in response
to a text from Brule asking for reassurances that “if [TBT] do[es] not spread for [3E] and
[QTE] takes over the contract that we will be working together 50/50 the remainder of the
2-year contract and splitting profits and working going forward beyond that,” Leverington
responded, “Yes, that is the plan. We are in agreement with this. We will work through
an agreement with our attorneys but this is the plan.”
Viewing the evidence in the light most favorable to TBT, the record supports the
district court’s determination that there was no genuine issue of material fact that the parties
had not mutually assented to the essential terms of an agreement because, in the June 19
texts and throughout the parties’ negotiations, QTE conditioned its acceptance of a contract
with TBT on attorney review of the agreement. See Minneapolis Cablesystems v. City of
Minneapolis, 299 N.W.2d 121, 122 (Minn. 1980) (concluding that, because a city council

5 TBT also argues that the district court impermissibly weighed evidence and made
credibility determinations because it ignored TBT’s evidence of the parties’ May 31
meeting and Leverington’s May 31 text messages in its summary- judgment order. See
Hoyt Props., Inc. v. Prod. Res. Grp., LLC, 736 N.W.2d 313, 320 (Minn. 2007) (“Weighing
the evidence and assessing credibility on summary judgment is error.”). We disagree
because the district court made no statements to the effect of finding one party more
credible than the other and did not assign more weight to one party’s proposed evidence.
Compare State ex rel. Hatch v. Allina Health Sys., 679 N.W.2d 400, 407 (Minn. App. 2004)
(reversing a district court’s grant of summary judgment against appellant when the district
court stated that appellant’s argument was “not plausible” and that appellant’s proposed
evidence was “not credible” because the “explicit weighing of the facts is improper in the
context of a motion for summary judgment”).
14
resolution awarded a franchise and authorized city officials to negotiate a final agreement
“subject to final approval by the city council,” no binding contract to award the franchise
had been entered into by the city). For example, on June 1, Leverington sent Brule the
MOU and told Brule that he should “[f]eel free to noodle on [it] and send [him] a marked
up copy” and “[o]nce we get something we all feel comfortable with we can have the
attorneys review it.” In the June 19 text, Leverington agreed that Brule’s proposed terms
encompassed the general “plan” of the parties but also stated that a final agreement would
need to be made “with [the parties’] attorneys.” And on June 19, after sending the second
LOI draft to Brule, Leverington texted Brule, “I emailed an updated agreement to you and
[TBT’s attorney]. Told [TBT’s attorney] if he wants to edit the [LOI] if he has proposed
changes to do so and I will send to [QTE’s attorney].”
In sum, viewed in the light most favorable to TBT as the nonmoving party, the
undisputed evidence of the parties’ conduct establishes that there was no mutual assent to
the essential terms of a contract between TBT and QTE. As such, there is no genuine issue
of material fact as to the formation of an enforceable contract and the district court did not
err in granting summary judgment to QTE on TBT’s claim for breach of contract. See
Cargill Inc. v. Jorgenson Farms, 719 N.W.2d 226, 232 (Minn. App. 2006) (stating that
summary judgment is “appropriate as a matter of law when the record is devoid of proof
on an essential element of the plaintiff’s claim”).6

6 Respondents argue that any alleged agreement reached between the parties on May 31 is
void because it violates the statute of frauds. See Minn. Stat. § 513.01(1) (2024) (providing
that an agreement “that by its terms is not to be performed within one year from the making
thereof” is unenforceable unless it is in writing). Because we affirm the district court’s
15
II. The district court did not err in granting summary judgment in favor of
respondents on TBT’s fraudulent-misrepresentation claim.

TBT argues that the district court erred by granting summary judgment for
respondents on its fraudulent- misrepresentation claim. TBT’s fraudulent-
misrepresentation claim alleges that QTE falsely promised that it would work with TBT if
TBT agreed to terminate its agreement with 3E.
To establish a claim for fraudulent misrepresentation, a plaintiff must establish five
elements:
(1) there was a false representation by a party of a past or
existing material fact susceptible of knowledge; (2) made with
knowledge of the falsity of the representation or made as of the
party’s own knowledge without knowing whether it was true
or false; (3) with the intention to induce another to act in
reliance thereon; (4) that the representation caused the other
party to act in reliance thereon; and (5) that the party suffer[ed]
pecuniary damage as a result of the reliance.

Hoyt Props., 736 N.W.2d at 318 (quotation omitted). Because TBT’s claim involves
alleged false representations regarding a future promise, TBT must show that QTE “had
no intention to perform at the time the promise was made.” See Valspar Refinish, Inc. v.
Gaylord’s, Inc., 764 N.W.2d 359, 369 (Minn. 2009) (quotation omitted).
The district court determined that summary judgment was appropriate on TBT’s
fraudulent-misrepresentation claim because there was “nothing in the record to show that
statements or representations made to Brule were false at the time” they were made.
Relying on Hoyt Prop erties, TBT argues that the district court improperly weighed the

grant of summary judgment on the basis that no contract was formed, we need not consider
respondents’ statute-of-frauds argument.
16
evidence, assessed the parties’ credibility, and overlooked genuine issues of material fact
regarding whether QTE misrepresented a present intention to contract with TBT.
In Hoyt Properties, the Minnesota Supreme Court reversed the district court’s grant
of summary judgment for the appellants on the respondents’ fraudulent-misrepresentation
claim, reasoning that, because “the record as to whether the representations were
knowingly false when made consists solely of the parties’ assertions,” the district court
improperly weighed the evidence and assessed credibility to determine that the
representations were not knowingly false. 736 N.W.2d at 320. Unlike Hoyt Properties,
the record in this case as to whether QTE made knowingly false representations to TBT
consists of more than just the parties’ assertions. Thus, TBT’s reliance on Hoyt Properties
is unavailing.
We agree with the district court that, rather than reflecting “no intention to perform
at the time,” the undisputed evidence in the summary-judgment record establishes that QTE
displayed a willingness and excitement to work with TBT once its attorneys had approved
the terms of a potential agreement. See Valspar, 764 N.W.2d at 368-69. For example, on
March 31, after Leverington’s meeting with Brule, Connor Ploen texted Leverington,
stating, “Can’t stop thinking about your Brule feedback! Great Friday news and hope we
can agree to a partnership with him. Wahoo!” Leverington responded , “Yeehaa!!!
Agreed!” On May 25, Leverington emailed the Ploens, stating, “This thing is a ways away
in happening but staying hopeful it can come together. . . . We will have to do a good job
selling ourselves to [Brule] and wanting to work/partner with him. He is the lynch pin in
the deal.” After the May 31 Zoom meeting, Leverington sent a text to the Ploens stating,
17
“I think that went well. . . . Hopefully we can get a deal put together.” And on June 14,
Leverington emailed the Ploens that he was “trying to get an agreement put together on
how [QTE] would operate as a 50/50 partner [with TBT] . . . today/tomorrow.”
“It is a well-settled rule that a representation or expectation as to future acts is not a
sufficient basis to support an action for fraud merely because the represented act or event
did not take place.” Martens v. Minn. Mining & Mfg. Co., 616 N.W.2d 732, 747 (Minn.
2000) (quotation omitted). Thus, the fact that QTE did not end up working with TBT is
insufficient to establish a genuine issue of fact sufficient to preclude summary judgment.
Because TBT failed to present any evidence that could permit a rational factfinder to
conclude that respondents’ representations to Brule about working together in the future
were false at the time they were made, the district court did not err in granting summary
judgment in respondents’ favor on TBT’s fraudulent-misrepresentation claim. See Cargill,
719 N.W.2d at 232.
III. The district court did not err in granting summary judgment in favor of
respondents on TBT’s promissory-estoppel claim.

TBT next argues that the district court erred when it granted summary judgment on
its promissory-estoppel claim. “Promissory estoppel is an equitable doctrine that implies a
contract in law where none exists in fact.” Martens, 616 N.W.2d at 746 (quotation
omitted). “It requires proof that 1) a clear and definite promise was made, 2) the promisor
intended to induce reliance and the promisee in fact relied to his or her detriment, and 3) the
promise must be enforced to prevent injustice.” Id. The third element of promissory
estoppel—that the promise must be enforced to prevent injustice— is a question of law.
18
Javinsky v. Comm’r of Admin., 725 N.W.2d 393, 398 (Minn. App. 2007). “Considerations
include reasonableness of the promisee’s reliance and weighing of public policies in favor
of both enforcing bargains and preventing unjust enrichment.” Id.
The district court dismissed TBT’s promissory-estoppel claim under the third
element. The district court reasoned that Brule’s decision to terminate TBT’s relationship
with 3E in reliance on respondents’ representations was not reasonable because
negotiations were ongoing and a final agreement hinged on attorney review and approval,
and because TBT was not at a disadvantage in the negotiation process. On appeal, TBT
asserts that Brule’s reliance on respondents’ representations was reasonable and resulted
in injustice because “all parties understood that QTE would only have an opportunity to
obtain some portion of the SMBSC contract if TBT first agreed to terminate its existing
contract with 3E.” We disagree.
Brule’s decision to terminate TBT’s contract with 3E in reliance on respondents’
representations was unreasonable because of the parties’ ongoing negotiations over the
essential terms of a potential agreement and repeated references to attorney approval of a
final agreement. See id. at 399 (affirming summary judgment on promissory-estoppel
claim because there was no evidence that plaintiff’s reliance on being offered a contract
was reasonable when “despite any assurances that [plaintiff] may have received, he
understood that the contract might be awarded to someone else”); Faimon v. Winona State
Univ., 540 N.W.2d 879, 883 (Minn. App. 1995) (concluding that plaintiff’s reliance on
employer’s promise that her job would be available to her for an additional year was not
reasonable because she understood that the employer had the right to hire someone else),
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rev. denied (Minn. Feb. 9, 1996) . While public policy weighs “in favor of . . . enforcing
bargains,” for the reasons we have already explained, the parties here merely reached an
agreement to negotiate—there was no mutual assent to the essential terms of an agreement
and hence no bargain to enforce. See Javinsky, 725 N.W.2d at 398. Further, as discussed
in more detail below, QTE’s retention of its contract with SMBSC does not amount to
unjust enrichment. See id. (stating that public policy favors preventing unjust enrichment).
And as for TBT’s claim that the parties understood that “QTE would only have an
opportunity to obtain some portion of the SMBSC contract if TBT first agreed to terminate
its existing contract with 3E,” the summary-judgment record does not contain support for
such an assertion. A speculative assertion is insufficient to show a genuine issue of material
fact. See Nicollet Restoration, Inc. v. City of St. Paul, 533 N.W.2d 845, 848 (Minn. 1995)
(“Speculation, general assertions, and promises to produce evidence at trial are not
sufficient to create a genuine issue of material fact for trial.”).
Viewing the record in the light most favorable to TBT, TBT failed to produce
evidence sufficient to withstand summary judgment that QTE’s promise to work with TBT
“must be enforced to prevent injustice .” See Martens, 616 N.W.2d at 746 (quotation
omitted). The district court therefore did not err in granting summary judgment in
respondents’ favor on TBT’s promissory-estoppel claim. See Faimon, 540 N.W.2d at 883.

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IV. The district court did not err in granting summary judgment in favor of
respondents on TBT’s unjust-enrichment claim.

Lastly, TBT contends that the district court erred in granting summary judgment for
respondents on its unjust-enrichment claim because the district court applied the wrong
legal standard and overlooked genuine issues of material fact.
“Unjust enrichment is an equitable doctrine that allows a plaintiff to recover a
benefit conferred upon a defendant when retention of the benefit is not legally justifiable.”
Herlache v. Rucks, 990 N.W.2d 443, 450 (Minn. 2023) (quotation omitted). “The elements
of an unjust enrichment claim are: (1) a benefit conferred; (2) the defendant’s appreciation
and knowing acceptance of the benefit; and (3) the defendant’s acceptance and retention
of the benefit under such circumstances that it would be inequitable for him to retain it
without paying for it.” Dahl v. R.J. Reynolds Tobacco Co., 742 N.W.2d 186, 195 (Minn.
App. 2007) . “[M]ere enrichment alone does not suffice” to support a claim of unjust
enrichment. Hepfl v. Meadowcroft, 9 N.W.3d 567, 572 (Minn. 2024). Rather, a plaintiff
must generally show that the defendant was enriched illegally, unlawfully, or in a manner
that is morally wrong. Herlache, 990 N.W.2d at 450; see also Hepfl, 9 N.W.3d at 572
(stating that an unjust -enrichment plaintiff must generally show the defendant “was
unjustly enriched in the sense that the term unjustly could mean illegally or unlawfully,”
or that “it would be morally wrong for one party to enrich himself at the expense of
another” (quotations omitted)).
The district court granted summary judgment for respondents on TBT’s unjust-
enrichment claim because it determined “there is no evidence that [respondents] retaining
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the benefit of the contract is illegal, unlawful, or morally wrong” or “otherwise unjust.”
TBT argues that the district court applied an incorrect legal standard requiring TBT to
produce evidence that respondents were enriched in a manner that was “illegal, unlawful,
or morally wrong.” TBT maintains that it only needed to show that respondents’ retention
of the SMBSC contract “would enrich [QTE] in a way that was not equitable under the
facts of the case.” See Hepfl, 9 N.W.3d at 573.
In Hepfl, the supreme court affirmed the district court’s order entering judgment for
respondent because it determined that appellant would be unjustly enriched if permitted to
retain a cabin and its associated features that respondent had paid for and built for the
parties’ shared use. Id. at 569, 574. The supreme court acknowledged that “what makes
enrichment ‘unjust’ has proven more challenging to define because it is necessarily case-
specific and properly committed to the discretion of the district court.” Id. at 572.
Importantly, the supreme court declined to “announce any new test or factors for a district
court to apply when considering an unjust enrichment claim” and instead clarified existing
caselaw. Id. at 576. The supreme court emphasized that “unjust enrichment . . . focuses
on the equities of a party’s retention of a benefit conferred” and held that in some cases, “a
plaintiff may succeed in showing that the enrichment was unjust in the absence of any
improper conduct at all by the unjustly enriched party.” Id. at 573.
While the district court did not cite Hepfl, we discern no error in its application of
the law. The district court’s determination that QTE’s “retention” of its new contract with
SMBSC was not “illegal, unlawful, or morally wrong” or “otherwise unjust” reflects
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Hepfl’s focus on “the equities of a party’s retention of a benefit conferred.” See i d. We
therefore reject TBT’s argument that the district court applied an incorrect legal standard.
Based on the undisputed summary-judgment record we have already discussed, we
conclude that no rational factfinder could find that QTE’s retention of its contract with
SMBSC enriches it in a way that is inequitable under the facts of this case. See id. The
parties had a prior relationship and were represented by attorneys throughout the
negotiations. We agree with the district court that “Brule made a decision to terminate the
relationship with 3E before any agreement was finalized with QTE” and that, while QTE
received the benefits of the contract with 3E, “there is no evidence that QTE’s retention of
the benefit of the contr act is morally wrong or otherwise unjust.” T he district court thus
did not err in granting summary judgment for respondents on TBT’s unjust- enrichment
claim. See Cargill, 719 N.W.2d at 232 (holding that summary judgment is appropriate
when the record is “devoid of proof” on an essential element of a plaintiff’s claim).
Affirmed.