United States Court of Appeals
                       For the First Circuit

No. 13-1722

                       RICHARD BISBANO, SR.,

                       Plaintiff, Appellant,

                                 v.

       STRINE PRINTING CO., INC., AND MICHAEL STRINE, SR.,

                       Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT

                  FOR THE DISTRICT OF RHODE ISLAND

              [Hon. Mary M. Lisi, U.S. District Judge]



                               Before

                      Howard, Selya and Stahl,

                          Circuit Judges.



     V. Edward Formisano and Formisano & Company on brief for
appellant.
     Jeffrey S. Brenner, Steven M. Richard, and Nixon Peabody LLP
on brief for appellees.



                         November 27, 2013
            SELYA, Circuit Judge.       The practice of giving gifts as a

means of securing favors is as old as the hills.                  In ancient

Greece, for example, legend has it that Zeus asked Paris, a Trojan

prince, to decide which of three goddesses was the fairest of them

all.    Paris chose Aphrodite, rejecting proffered bribes of kingly

power from Hera and military might from Athena.          But Aphrodite too

had tendered a bribe, agreeing to help him win the hand of the most

beautiful woman alive.

            A modern-day commercial equivalent of this practice is

the giving of a gratuity to a procurement officer, behind her

employer's back, for the purpose of steering a contract to the

donor.    But sales techniques of this sort are by their nature

clandestine; they cannot withstand the sunlight.              If the employer

learns about the kickback, the consequences are usually unpleasant.

This case, in which defendants Michael Strine and his eponymous

firm, Strine Printing Company (SPC), first hired and later fired

the plaintiff, Richard Bisbano, turns on such a revelation.

            When he was cashiered, the plaintiff did not go quietly

into obscurity but, rather, brought suit for an oleaginous mass of

perceived       wrongs,    including     unjust    enrichment,         tortious

interference with prospective contractual relations, breach of

contract, breach of an implied covenant of good faith and fair

dealing, and misrepresentation. The district court, deftly sorting

wheat    from   chaff,    granted   summary   judgment   in    favor    of   the


                                       -2-
defendants.     See Bisbano v. Strine Printing Co., No. 10-358, 

,     at   *12    (D.R.I.    May   8,   2013).      After   careful

consideration, we affirm.

I.   BACKGROUND

             We assume the reader's familiarity with the district

court's factual account and, thus, start by tracing the genesis of

this appeal.    To the extent that we discuss the facts, we take them

(and   the   reasonable      inferences   therefrom)    in     the   light   most

hospitable to the summary judgment loser (here, the plaintiff).

See Griggs-Ryan v. Smith, 

, 114 (1st Cir. 1990).

             The plaintiff is a veteran sales representative who

specializes in the sale of commercial printing services.                     For

nearly two decades, CVS (a powerhouse firm that owns and operates

thousands of drug stores) was a significant source of business for

him. Over the years, he carried that client with him from Winthrop

Printing     Company   to     Allied    Printing    Services    (Allied)     and,

eventually, to SPC.          During most of this odyssey, the plaintiff

used a broker, Vanco, as an intermediary to assist him in securing

CVS's business.

             When the plaintiff shifted his allegiance to SPC in

December of 2006, he also took with him a secret.                While working

for Allied, he had surreptiously helped to pay the car lease of a

CVS printing department employee.




                                        -3-
            Allied was not happy about the plaintiff's departure and

his ensuing solicitation of CVS on his new employer's behalf.               It

sued both the plaintiff and SPC, and these suits complicated the

parties' tug-of-war over CVS's patronage.

            To complicate matters further, the suits apparently

spooked Vanco.    As a result, the broker began to steer what CVS

business it could influence to other printers.               On learning of

Vanco's perfidy, the plaintiff and SPC decided to forge a direct

relationship with CVS and, in mid-2007, cut all ties with Vanco.

            The plaintiff's 2008 commissions dropped precipitously,

reflecting this parting of the ways.              By the following year,

however, his commissions had rebounded to their 2007 level.             They

continued to rise during the first half of 2010.

            This story might have had a happy ending but for the

plaintiff's earlier indiscretion.         In the course of an internal

review of its printing procurement practices, CVS learned of the

plaintiff's role, while at Allied, in the apparent kickback.

            In April of 2010, the plaintiff confessed his complicity

to CVS executives.     Shortly afterward, CVS's vice president for

strategic   procurement   decided    that   the    company    would   not   do

business with the plaintiff and that SPC would need to remove him

from the CVS account. Although the plaintiff contests whether this

decision was contemporaneously communicated to the defendants, it




                                    -4-
is undisputed that CVS made the decision and that, at the end of

June, SPC dismissed the plaintiff.

            The plaintiff repaired to a Rhode Island state court,

pressing a welter of contract, quasi-contract, and tort claims

against the defendants.      Citing diversity of citizenship and the

existence of a controversy in the requisite amount, the defendants

removed the action to federal court.      See 28 U.S.C. §§ 1332(a),

1441.

            We fast-forward to the close of discovery.       At that

point, the defendants moved for summary judgment. See Fed. R. Civ.

P. 56.   Over the plaintiff's objection, the district court granted

the motion.      See Bisbano, 

, at *12.   This timely

appeal followed.     We have jurisdiction under 28 U.S.C. § 1291.

II.   ANALYSIS

            Because this is a diversity case that has its center of

gravity in Rhode Island, that state's substantive law supplies the

rules of decision.     See Erie R.R. Co. v. Tompkins, 

, 78

(1938); Gibson v. City of Cranston, 

, 735 (1st Cir.

1994). We review the district court's entry of summary judgment de

novo.    See Jones v. Secord, 

, 5 (1st Cir. 2012).

                        A.   Unjust Enrichment.

            The plaintiff's unjust enrichment claim is the logical

starting point.     In Rhode Island, a plaintiff who seeks to recover

for unjust enrichment must prove that he conferred a benefit on the


                                  -5-
defendant; that the defendant knew of the benefit and appreciated

it; and that it would be unfair for the defendant to retain the

benefit without paying for it.   See Multi-State Restoration, Inc.

v. DWS Props., LLC, 

, 418-19 (R.I. 2013); R & B Elec.

Co. v. Amco Constr. Co., 

, 1355-56 (R.I. 1984).

          The plaintiff identifies three benefits that he claims to

have conferred on the defendants: he "brought the CVS print work to

[SPC];" "secured additional printing work from CVS during his

employment;" and "obtained 'preferred vendor status' for [SPC]."1

We can make short shrift of the first two "benefit" claims.    It is

uncontroverted that the plaintiff received commissions for the CVS

business that he generated while with SPC.        Where, as here, a

plaintiff is fully compensated for a benefit conferred, a claim for

unjust enrichment will not lie.        See Narragansett Elec. Co. v.

Carbone, 

, 99 (R.I. 2006) (explaining, with respect to

unjust enrichment, that "a benefit is conferred when . . . services

are rendered without payment" (emphasis supplied)).

          At first blush, the plaintiff's claim with respect to

preferred vendor status looks more promising.     He argues that SPC

attained this status through his efforts and, as a result, was put

"in a position to receive a substantial share of CVS's printing



     1
       In enumerating the benefits that he ostensibly conferred on
SPC, the plaintiff also mentions the work that he did with CVS
prior to his recruitment by SPC.        This earlier work cannot
conceivably constitute an independent benefit conferred on SPC.

                                 -6-
work."   Generously construed, the plaintiff's argument is that his

anticipated   remuneration    for    these   efforts   was   to   be   the

opportunity to pursue future commission-generating sales to CVS.

Having been denied that opportunity by reason of his ouster, he

seeks to recover its value.

           This argument is incompatible with the evidence.            The

record makes manifest that preferred vendor status is simply a pre-

qualification that clears the way for a supplier to bid on CVS's

emerging print orders.   So viewed, the plaintiff's efforts to help

SPC achieve preferred vendor status were part and parcel of his

normal sales activities — work for which he was fully compensated.

           The plaintiff's own characterization of his efforts

supports this conclusion.      When asked in an interrogatory to

describe what he had done to obtain preferred vendor status for

CVS, he responded:

           I provided CVS with the highest level and
           quality of service.    I filtered errors and
           printing mistakes [SPC] made. I had several
           meetings with CVS to ensure that the company
           was satisfied and that its printing needs were
           being met.       I also provided valuable
           information on how best to handle various
           projects. I also sought additional printing
           opportunities   for   [SPC]   from   different
           departments at CVS.

These labors are precisely those that one would expect a sales

representative to undertake in the ordinary course of his duties.

           The decision in Arrison v. Information Resources, Inc.,

No. 95-3554, 

(N.D. Cal. July 16, 1999), much bruited

                                    -7-
by the plaintiff, turns out to be a dead end.            There, the

plaintiff's employer asked him to pursue a sales arrangement that

was outside the customary scope of his work.   See 

  As a

result, the plaintiff spent a year courting a prospective client.

See 

was on the verge of closing the deal, the rug was

pulled out from under him: the prospective client purchased his

employer outright, thus rendering the sales arrangement moot and

depriving the plaintiff of his anticipated commission.    See 

idiosyncratic facts, the court found that "but

for" the acquisition of the company, the plaintiff would have

completed the product sale. 

Relatedly, the court found

that the plaintiff's "efforts were a significant factor that

contributed to the . . . acquisition."    

  Thus, he was

entitled to recover the reasonable value of his efforts on a theory

of quantum meruit.2   See 

           This case is a horse of a much different hue. The record

contains nothing to indicate that SPC asked the plaintiff to

perform additional, uncompensated services related to the CVS

account — nor does the plaintiff offer any evidence that he did so.

The holding in Arrison is, therefore, inapposite.




     2
       Quantum meruit is a species of unjust enrichment.      See
ConFold Pac., Inc. v. Polaris Indus., Inc., 

, 957-58
(7th Cir. 2006).   For present purposes, we need not draw fine
distinctions among the various branches of the doctrine of unjust
enrichment.

                                -8-
                         B.     Intentional Interference.

               We turn next to the plaintiff's claim of intentional

interference with prospective contractual relations.                     In order to

recover on such a claim, Rhode Island requires a plaintiff to

prove: "(1) the existence of a business relationship or expectancy,

(2) knowledge by the interferor of the relationship or expectancy,

(3)    an   intentional       act    of   interference,      (4)   proof   that   the

interference caused the harm sustained, and (5) damages to the

plaintiff."        L.A. Ray Realty v. Town Council of Cumberland, 

,      207   (R.I.    1997).       There    is,    moreover,     a   sixth

requirement: the act of interference must be "improper." Avilla v.

Newport Grand Jai Alai LLC, 

, 98 (R.I. 2007).

               We are skeptical that the plaintiff's claim satisfies any

of these elements, but we need not go beyond the first.                           The

plaintiff insists that the district court erred in holding that

because he did not have a bilateral contract with CVS, he did not

have a business relationship.               This contention is premised on a

misreading of the district court's opinion.                   Although the court

observed as a matter of historical fact that "the contractual

relationship was between [SPC] and CVS," Bisbano, 

,

at    *7,   the    basis   for      its   decision   was   that    the   plaintiff's

relationship with CVS "was severed unilaterally by CVS," 

comports with the reality of relevant events.




                                           -9-
             The record makes pellucid that the plaintiff had a long-

standing   relationship   with   CVS.     It   makes   equally   pellucid,

however, that CVS ended that relationship prior to the plaintiff's

discharge by SPC and that, from then on, CVS wanted no part of the

plaintiff.     Thus, there was neither an existing nor a prospective

business relationship between the plaintiff and CVS when the

alleged act of interference took place.        The first requirement of

the tort was, therefore, lacking.       See, e.g., Gifford v. Sun Data,

Inc., 

, 475 (Vt. 1996); see also New England Multi-Unit

Hous. Laundry Ass'n v. R.I. Hous. & Mortg. Fin. Corp., 

, 1193 (D.R.I. 1995).

             In an attempt to efface this reasoning, the plaintiff

asserts that there is a genuine issue of material fact about

whether CVS's decision to exile him was communicated to the

defendants.     But this is a red herring: the factual dispute to

which the plaintiff adverts, even if it exists, is not material.

After all, "a fact is 'material' only when it possesses the

capacity, if determined as the nonmovant wishes, to alter the

outcome of the lawsuit under the applicable legal tenets."          Roche

v. John Hancock Mut. Life Ins. Co., 

, 253 (1st Cir.

1996).   Even if the defendants never learned of CVS's decision, it

remains undisputed that the decision was made and, thus, that any




                                  -10-
relationship between CVS and the plaintiff (current or prospective)

had evaporated.3

          For essentially the same reason, the plaintiff cannot

make out the fourth element of the tort.        The harm that the

plaintiff argues he suffered is "the cessation of [the plaintiff's]

relationship with CVS."     As we have explained, this relationship

ended prior to the termination of the plaintiff's employment (and,

thus, prior to the alleged act of intentional interference).

          That ends this aspect of the analysis. It is a matter of

chronology, not a question of disputed fact, that SPC could not

have induced CVS to break off a relationship that CVS already had

relegated to the scrap heap.     Cf. Restatement (Second) of Torts

§ 766B (1979) (stating that liability attaches if "the interference

consists of (a) inducing or otherwise causing a third person not to

enter into or continue the prospective relation or (b) preventing

the other from acquiring or continuing the prospective relation").

                       C.    Contract Claims.

          We come now to the plaintiff's contract claims. We begin

with the plaintiff's assertion that he had a contract guaranteeing



     3
       Of course, if the defendants never learned of the CVS
directive, one might wonder about their motive for terminating the
plaintiff's employment.     But any such speculation would be
irrelevant: even assuming for argument's sake that the defendants
had an ulterior motive for ending the employment relationship, the
termination could not have had any influence on CVS's prior
decision (and, thus, could not have constituted intentional
interference).

                                 -11-
his continued employment with SPC.             He describes this contract as

either an express oral contract or a contract implied in fact.

            The plaintiff's version of this alleged contract has

varied   from    time   to   time.     In     an    interrogatory     answer,    the

plaintiff suggested that SPC promised to employ him as long as he

continued to bring in CVS business.                In his deposition testimony,

he suggested that SPC promised to employ him as long as it

continued   to    do    business     with   CVS.       We   need    not   test   the

inconsistency between these accounts.               Either way, the plaintiff's

version can only be understood in the context of the plaintiff's

employment status.

            When SPC hired the plaintiff, he was given an employee

handbook and acknowledged in writing that, consistent with the

provisions of the handbook, his "employment [was] at-will for an

indefinite period." This is of decretory significance because "the

firmly established rule in Rhode Island [is] that a contract to

render personal services to another for an indefinite term is

terminable at the will of either party at any time for any reason

or for no reason at all."          Roy v. Woonsocket Inst. for Sav., 

, 917 (R.I. 1987).

            There are telling signs that this acknowledged status did

not change over time. The plaintiff conceded during his deposition

that he was always an at-will employee of SPC.                     Furthermore, he

admitted that he "had no contract."


                                       -12-
           Before us, the plaintiff attempts to confess and avoid.

Without disputing the foregoing facts, he argues that SPC had the

power to alter his employment status and that, over the course of

time, it did just that.

           To be sure, the district court canvassed two kinds of

evidence before rejecting this claim.         See    Bisbano, 

, at *9-10.    The first category is composed of a series of

e-mails sent to the plaintiff by Strine, encouraging him to solicit

CVS business and emphasizing the long-term importance of CVS as a

client. After careful review of these e-mails, we conclude, as did

the district court, 

that they do not support the

plaintiff's contention that his at-will employment status was

altered.   Regardless of whether the e-mails are read individually

or collectively, they do not suggest, let alone state, that SPC

purposed to employ the plaintiff on terms other than at will. Even

when stretched to their outer limit, the e-mails are "general

expressions of job longevity," insufficient to create a triable

issue of fact about the existence of a contract.      Brooks v. Hilton

Casinos, Inc., 

, 762-63 (9th Cir. 1992).

           The remaining category of evidence is composed of the

plaintiff's   own    testimony   regarding   his    interpretation   of

assurances that SPC supposedly gave to him about his continued

employment.   In our view, the plaintiff's interpretation of the

alleged assurances is objectively unreasonable and, thus, the


                                 -13-
statements cannot carry the weight that the plaintiff loads upon

them.

               We need not tarry.    On this point, the case at hand is on

all    fours    with    the   decision    in    Galloway     v.   Roger     Williams

University, 

(R.I. 2001) (per curiam).                         There, a

university administrator had acknowledged in writing his receipt of

an employee manual detailing his at-will status.                  

Subsequently, his superiors told him that he would be re-appointed

to his position, and he relied on that assurance in passing up a

potential job at another college.              

  The court affirmed

the trial court's summary judgment determination that, in light of

the notice that the university had given the plaintiff of his at-

will status, his "reliance on the so-called promises of [his

superiors] was neither reasonable nor actionable."                     

               The Rhode Island Supreme Court has taken Galloway to mean

that    when     an    individual   has     received    written        notice    that

contradicts a later oral promise, "any reliance on that oral

promise [is] unreasonable."         Filippi v. Filippi, 

, 627

(R.I. 2003).         That is precisely the situation here.

               The    plaintiff   strives      to   persuade      us    that    SPC's

ostensible promise to continue to employ him "involved more" than

was present in Galloway.          We are not convinced.

               We have ransacked the record in search of such evidence.

That search has proven to be fruitless: in this respect, the record


                                      -14-
is as empty as Mother Hubbard's cupboard.         We conclude, therefore,

that "the plaintiff's unilateral belief that he had job security is

insufficient as a matter of law to create a triable issue of fact."

DelSignore v. Providence Journal Co., 

, 1052 (R.I.

1997) (per curiam).

            There is one loose end: the plaintiff has also asserted

a claim for violation of a covenant of good faith and fair dealing.

It is axiomatic, however, that such a covenant only comes into

existence   ancillary   to    a    binding   contract.    See    Centerville

Builders, Inc. v. Wynne, 

, 1342 (R.I. 1996) (per

curiam).    Inasmuch as we have rejected the plaintiff's contract

claims, it follows inexorably that we must likewise reject his

claim for breach of an implied covenant of good faith and fair

dealing.    See, e.g., Crellin Techs., Inc. v. Equipmentlease Corp.,

, 10 (1st Cir. 1994) (construing Rhode Island law).

                        D.    Misrepresentation.

            This   leaves    the   plaintiff's   claims   for    intentional

misrepresentation and negligent misrepresentation.              These claims

bear a strong family resemblance to each other, especially as

presented here.     Consequently, we treat them together.

            To recover for intentional misrepresentation — also known

in Rhode Island as the tort of deceit — a plaintiff must prove that

the defendant knowingly made a false statement, intending to

deceive, and induced the plaintiff to rely on it to his detriment.


                                     -15-
See Francis v. Am. Bankers Life Assur. Co. of Fla., 

,

1046 (R.I. 2004) (per curiam); Katz v. Prete, 

, 84 (R.I.

1983).     To recover for negligent misrepresentation, a plaintiff

must prove that the defendant made an untrue statement of material

fact that he either knew or should have known was false (or, at

least,    made      it   heedless   of   its    truth    or   falsity);      that   the

defendant intended the plaintiff to act on the false statement; and

that     the    plaintiff,    acting     in     justifiable       reliance    on    the

statement, was injured.         See Zarrella v. Minn. Mut. Life Ins. Co.,

, 1257 (R.I. 2003).

               In support of his misrepresentation claims, the plaintiff

relies on the same evidence — the e-mails and the oral assurances

— that we previously surveyed in connection with his contract

claims.    For this purpose, the evidence is equally impuissant.

               To   begin,   none   of   Strine's       e-mails    contained       false

assertions.         So, too, Strine's alleged statements to the effect

"that as long as [the plaintiff] continued to secure CVS's printing

work for [SPC] . . . he would remain employed at the company" were

not false: SPC kept the plaintiff on the payroll for as long as he

was able to secure CVS business.           It was not until CVS decided that

it would no longer traffic with the plaintiff that SPC cut him

loose.




                                         -16-
          Three additional considerations reinforce our conclusion

that the plaintiff's misrepresentation claims fail as a matter of

law.

          First, the plaintiff has not proffered any facts to

support his conclusory statement that he relied on Strine's alleged

misrepresentation. What actions he took — such as trying to secure

preferred vendor status for SPC — were entirely consistent with

doing the job for which the plaintiff was hired and remunerated.

Put another way, there is nothing in the record that suggests that

the plaintiff would have acted differently had the defendants not

made the representations.    This, in itself, suffices to defeat his

claim of detrimental reliance.      See, e.g., Hinchey v. NYNEX Corp.,

, 146 (1st Cir. 1998); Asermely v. Allstate Ins. Co.,

, 464 (R.I. 1999) (per curiam).

          Second, the plaintiff has wholly failed to show that any

such reliance would have been reasonable.        

Part IIC; see

also 

.      As one court put it in analogous

circumstances involving an at-will employee, "[the employers] did

no more than express their expectation that the person hired would

enjoy long-term employment.      Their representation was made to

'sell' [the plaintiff] on their company, not to guide him with

professional   employment    advice.       The     tort   of   negligent

misrepresentation   simply    has     no   application     under   these

circumstances."   Fry v. Mount, 

, 267 (Iowa 1996).


                                 -17-
               Third, even if the plaintiff had reasonably relied on

SPC's statements — and we emphasize that there is no basis for

concluding that he did — he has not adduced a shred of proof that

such reliance was detrimental. In this regard, he argues only that

his reliance caused him "the loss of his relationship with CVS as

well as the loss of prospective commissions." But these losses, by

any leap of even the most agile imagination, cannot be said to flow

from the plaintiff's reliance on SPC's representations. The losses

unarguably flowed from CVS's discovery of the plaintiff's corrupt

relationship with a CVS official and CVS's ensuing decision to

sever all ties with the plaintiff.           Seen in this light, the

plaintiff was the author of his own misfortune.4

III.       CONCLUSION

               We need go no further. For the reasons elucidated above,

the judgment of the district court is



Affirmed.




       4
       The mere fact that Strine's representations may have induced
the plaintiff to continue working for SPC does not prove that the
representations were the cause of the losses about which he now
complains. See, e.g., Sparks v. Fid. Nat'l Title Ins. Co., 

, 273 (1st Cir. 2002); Restatement (Second) of Torts § 548A
(1977).

                                   -18-