VAN DEREN, J.
¶ 1 Tacoma Auto Mall, Inc. (TAM), appeals the trial court's summary judgment order finding that it does not have standing to assert a claim against Nissan North America, Inc. (NNA) for violation-of the Washington Manufacturers' and Dealers' Franchise Agreements Act (Franchise Act), chapter 46.96 RCW. TAM also appeals the trial court's dismissal on summary judgment of its claims against NNA alleging promissory estoppel, breach of a unilateral contract, and violation of a third-party beneficiary's rights in its attempted purchase of a Puyallup Nissan dealership. NNA cross-appeals the trial court's (1) failure to grant summary judgment on TAM's claims of tortious interference and lost profit damages and (2) rejection of NNA's contention that the state Franchise Act precluded all of the purchaser's common law claims based on promissory estoppel, third-party beneficiary status, implied contract, tortious interference, and damages. We affirm the trial court's order granting summary judgment dismissal of TAM's claims of promissory estoppel, third-party beneficiary contract, unilateral implied contract, and violation of the Franchise Act. We reverse the trial court's denial of summary judgment on TAM's claims of tortious interference and lost profit damages and remand for dismissal of TAM's suit.
¶ 2 TAM, formerly Tacoma Dodge, Inc., was formed in 1972 and operated for many years as a Dodge automobile dealership under a franchise agreement with Chrysler Motors, Inc. In June 2009, the dealership changed its name to Tacoma Auto Mall following Chrysler Motors's bankruptcy and termination of the Dodge franchise.
¶ 3 When TAM discovered that Puyallup Nissan was for sale, TAM's owner entered into an agreement with Puyallup Nissan's owner to purchase Puyallup Nissan's assets. Under the terms of the franchise agreement between Puyallup Nissan and NNA, NNA had to consent to the sale of the franchise to TAM.
¶ 4 NNA refused to consent to TAM as a Nissan franchisee and, therefore, refused to consent to the sale by Puyallup Nissan. TAM sued NNA, asserting that NNA unreasonably withheld consent to the sale by Puyallup Nissan. It alleged that NNA's actions violated the Franchise Act, specifically former RCW 46.96.200 (1994). It also alleged that NNA's actions constituted tortious interference with the contractual relationship between TAM and Puyallup Nissan, that NNA should be promissorily estopped from refusing consent, that TAM is a third-party beneficiary of the contract between NNA and Puyallup Nissan, that NNA breached an implied contract with TAM by refusing consent, and that TAM is entitled to specific performance of that implied contract.
¶ 5 The trial court granted NNA's summary judgment motion on TAM's claims of promissory estoppel, third-party beneficiary contract, unilateral implied contract, and violation of the Franchise Act. The trial court denied NNA's motion on TAM's claims of tortious interference and damages for lost profits and it rejected NNA's argument that the Franchise Act preempts TAM's common
¶ 6 In reviewing a summary judgment order, we engage in the same inquiry as the trial court. King County Fire Prot. Dists. No. 16, No. 36 & No. 40 v. Hous. Auth. of King County, 123 Wn.2d 819, 825, 872 P.2d 516 (1994). "Summary judgment is appropriate `if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show 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.'" Atherton Condo. Apart.-Owners Ass'n Bd. of Dirs. v. Blume Dev. Co., 115 Wn.2d 506, 516, 799 P.2d 250 (1990) (quoting CR 56(c)). "A material fact is one upon which the outcome of the litigation depends in whole or in part." Atherton, 115 Wash.2d at 516, 799 P.2d 250. We consider the evidence in the light most favorable to the nonmoving party. Gerken v. Mut. of Enumclaw Ins. Co., 74 Wn.App. 220, 224-25, 872 P.2d 1108 (1994).
¶ 7 A defendant in a civil action is entitled to summary judgment if he can show that there is an absence or insufficiency of evidence supporting an element that is essential to the plaintiff's claim. Young v. Key Pharms., Inc., 112 Wn.2d 216, 225, 770 P.2d 182 (1989). "`In such a situation, there can be no genuine issue as to any material fact, since a complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial.'" Young, 112 Wash.2d at 225, 770 P.2d 182 (internal quotation marks omitted) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986)). The plaintiff may not rely on the allegations in the pleadings but must set forth specific facts showing that a genuine issue exists. Young, 112 Wash.2d at 225, 770 P.2d 182.
¶ 8 TAM first asserts that the trial court erred in dismissing its claim that NNA violated former RCW 46.96.200. We first determine whether TAM has standing to assert a violation of the Franchise Act under these circumstances.
¶ 9 Washington courts apply a two-part test to determine whether a party has standing. Nelson v. Appleway Chevrolet, Inc., 160 Wn.2d 173, 186, 157 P.3d 847 (2007); Grant County Fire Prot. Dist. No. 5 v. City of Moses Lake, 150 Wn.2d 791, 802, 83 P.3d 419 (2004). First, we ask whether the interest asserted is within the zone of interests the statute in question protects. Nelson, 160 Wash.2d at 186, 157 P.3d 847; Grant County, 150 Wash.2d at 802, 83 P.3d 419. Second, we consider whether the party seeking standing has suffered an injury in fact. Nelson, 160 Wash.2d at 186, 157 P.3d 847; Grant County, 150 Wash.2d at 802, 83 P.3d 419. "Both tests must be met by the party seeking standing." Branson v. Port of Seattle, 152 Wn.2d 862, 875-76, 101 P.3d 67 (2004); High Tide Seafoods v. State, 106 Wn.2d 695, 702, 725 P.2d 411 (1986) (noting that even if the plaintiffs could show adequate injury, they would fail the zone of interest test).
¶ 10 When evaluating whether a party's interests are within the zone of interests a statute protects, we look to the statute's general purpose. Branson, 152 Wash.2d at 876 n. 7, 101 P.3d 67. If the statute in question was not designed to protect a party's interests, it is not within the zone of interest and its assertion of standing fails. Grant County, 150 Wash.2d at 803, 83 P.3d 419.
¶ 11 The legislature set forth the purpose of the Franchise Act as follows:
RCW 46.96.010 (emphasis added). The express purpose of the Franchise Act is to regulate the relationship between manufacturers and "their dealers" in order to protect those dealers and benefit the car-buying public. RCW 46.96.010.
¶ 12 Moreover, the specific provision of the Franchise Act that TAM asserts NNA violated, former RCW 46.96.200, expressly provided for administrative review of the "reasonableness]" of the manufacturer's refusal to consent to the dealer's proposed sale of the dealership and the standard to be applied at such hearing. But former RCW 46.96.200 expressly limited participation in the administrative hearing to the manufacturer and the selling dealer. Former RCW 46.96.200 provided in relevant part:
(Emphasis added.)
¶ 13 Here, the express purpose and clear import of these statutes is to protect the selling dealer. Any benefit to the prospective purchaser is merely incidental and remains so even if the statutes' administrative review procedures are triggered by a timely protest from the selling dealer, which did not occur here, i.e., Puyallup Nissan did not seek to invoke the administrative review of NNA's refusal to consent to TAM's purchase of Puyallup Nissan.
¶ 14 Because the purpose and design of the Franchise Act is to protect selling dealers rather than prospective purchasers, TAM is not in the zone of interest and does not meet this requirement for standing under the act. See Branson, 152 Wash.2d at 876 n. 7, 101 P.3d 67; Grant County, 150 Wash.2d at 803, 83 P.3d 419 (a party's assertion of standing fails if the statute at issue is not designed to protect the interests of the party asserting standing). Accordingly, TAM cannot assert a claim alleging a violation of former RCW 46.96.200 under the Franchise Act and the trial court did not err in dismissing TAM's claim alleging violation of that statute.
¶ 15 TAM relies heavily on a California appellate decision, Don Rose Oil Co., Inc. v. Lindsley, 160 Cal.App.3d 752, 206 Cal.Rptr. 670 (1984), in arguing that it has standing to assert a claim under former RCW 46.96.200. But a subsequent California appellate decision shows that TAM's reliance on Don Rose Oil is misplaced. In Dameshghi v. Texaco Refining & Marketing, Inc., 3 Cal.App.4th 1262, 6 Cal.Rptr.2d 515 (1992), disapproved in part on other grounds in Trope v. Katz,
Dameshghi, 3 Cal.App.4th at 1284-85, 6 Cal.Rptr.2d 515 (emphasis added and some citations omitted). Thus, we hold that the trial court did not err in dismissing TAM's claims based on NAA's alleged violation of former RCW 46.96.200.
¶ 16 NNA alternatively argues that the Franchise Act provides a comprehensive regulatory scheme that precludes TAM's common law claims. Initially, we note that by agreeing with NAA's argument that TAM lacks standing to assert claims under the Franchise Act, it follows that the act cannot be the exclusive remedy for TAM's allegations that NAA wrongfully withheld approval of its purchase of Puyallup Nissan. Although TAM has no standing (as discussed above) to assert a claim that NNA violated the Franchise Act and, although TAM cannot bring a common law claim grounded on a Franchise Act violation,
¶ 17 Potter v. Wash. State Patrol, 165 Wn.2d 67, 196 P.3d 691 (2008) is instructive about the appropriate analysis for determining whether a statutory scheme provides the exclusive remedy for an aggrieved party seeking relief for harms alleged. "If a remedy provided by a statute is exclusive, the statute implicitly abrogates all common law remedies within the scope of the statute." Potter, 165 Wash.2d at 79, 196 P.3d 691.
¶ 18 First, we consider whether the statute contains an exclusivity clause, and, if not, whether other language indicates that the legislature intended the statutory remedy to be exclusive. Potter, 165 Wash.2d at 80-81, 196 P.3d 691. Here, the statute in question, former RCW 46.96.200 contains no explicit statement of exclusivity. Also, as we discussed earlier, the legislative purpose in RCW 46.96.010 indicates that the Franchise Act is intended to regulate the relationship between manufacturers and "their dealers" in order to protect those dealers and benefit the car-buying public, not to regulate the
¶ 19 Finding no language in the statutes clearly establishing the exclusivity of the remedy provided in former RCW 46.96.200, we next look to "`other manifestations'" such as the purpose of the statute, comprehensiveness of the statutory remedy, and the origin of the statutory right. Potter, 165 Wash.2d at 84, 196 P.3d 691 (quoting Wilmot v. Kaiser Aluminum & Chem. Corp., 118 Wn.2d 46, 54, 821 P.2d 18 (1991)). None of these factors suggest exclusivity.
¶ 20 As we discussed above, the Franchise Act's clear purpose as stated in RCW 46.96.010, is to redress the "substantial disparity in bargaining power between automobile manufacturers and their dealers," to ensure such dealers the ability to transfer ownership of their business without undue constraints, and, thus, to impose a regulatory scheme "to the extent necessary" to balance fairness and efficiency. RCW 46.96.010. The stated purpose is limited and clearly focuses on protecting manufacturers' franchisee dealers. The protection of such dealers was enhanced by former RCW 46.96.200's expedited administrative proceeding at which a manufacturer's selling dealer could challenge the manufacturer's withholding of consent to the dealer's proposed sale. But the stated purpose of protecting selling dealers would be thwarted if the administrative proceeding in former RCW 46.96.200 was exclusive, thereby depriving the selling dealer of other claims or avenues of redress against the manufacturer. Thus, the stated purpose of the Franchise Act was accomplished only if former RCW 46.96.200's expedited administrative proceeding is viewed as an additional protection to selling dealers rather than as an exclusive remedy.
¶ 21 Nor is former RCW 46.96.200's remedy comprehensive. The statute provided that only the selling dealer could invoke the administrative protest proceeding and that only the selling dealer and the manufacturer may be parties to the ensuing administrative hearing. Former RCW 46.96.200(4), (6). The statute did not mention the potential purchaser. Thus, if former RCW 46.96.200's expedited administrative proceeding was considered the exclusive remedy available, it would foreclose any avenue of redress for a potential purchaser who might have a valid common law claim against the manufacturer under appropriate circumstances. Thus, the scope, reach, and practical effect of former RCW 46.96.200 suggest that the statute's administrative remedy was not exclusive.
¶ 22 Finally, as to origin of the statutory right, we consider "whether the statute creates a new right or whether the right pre-existed the statute at common law. Where the common law remedy predates the statutory remedy, the court infers the statutory remedy is cumulative, not exclusive." Potter, 165 Wash.2d at 88, 196 P.3d 691. The Franchise Act was enacted in 1989. See LAWS OF 1989, ch. 415, § 1. TAM's common law claims (tortious interference, promissory estoppel, third-party beneficiary breach of contract) all clearly predate the Franchise Act, which suggests that former RCW 46.96.200's administrative remedy was not exclusive. In sum, applying the Potter analysis, we reject NNA's alternative contention that the Franchise Act provides an exclusive remedy that precludes all of TAM's common law claims.
¶ 23 We now turn to TAM's other non-statutory claims asserted against NNA.
¶ 24 TAM next asserts that the trial court erred in dismissing its promissory estoppel claim. We disagree.
¶ 25 To obtain recovery based on promissory estoppel, a plaintiff must establish
¶ 26 "Promissory estoppel requires the existence of a promise. A promise is `a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made.'" Havens v. C & D Plastics, Inc., 124 Wn.2d 158, 172, 876 P.2d 435 (1994) (citation omitted) (quoting Restatement (Second) of Contracts § 2(1) (1981); see § 90 cmt. a (referring to promise definition in section 2)).
¶ 27 TAM argues that NNA's application process required TAM to provide NNA with substantial documentation to establish TAM's qualifications as a dealer. TAM again relies on former RCW 46.96.200(1), reiterating that under the Franchise Act, NNA may not unreasonably withhold its approval of TAM as a dealer. Applying this Franchise Act overlay to TAM's application procedure, TAM contends that Nissan made an implicit promise to act in good faith in accepting or rejecting TAM's application.
¶ 28 TAM's argument is not convincing. TAM cites no authority for the proposition that an implied promise is sufficient to meet the first required element of a promissory estoppel claim. Indeed, promissory estoppel requires a "promise" defined as a "`manifestation of intention,'" that is, a demonstration or display of the promisor's intent. Havens, 124 Wash.2d at 172, 876 P.2d 435 (quoting Restatement (Second) of Contracts § 2(1); see § 90 cmt. a (referring to promise definition in section 2)). Under this definition of a "promise," such display of intent must necessarily be explicit rather than implicit. And "although promissory estoppel may apply in the absence of mutual assent or consideration, the doctrine may not be used as a way of supplying a promise." Havens, 124 Wash.2d at 173, 876 P.2d 435. Nor is a general duty to act honestly in the contract setting what is contemplated for promissory estoppel.
¶ 29 Here, the evidence adduced at summary judgment showed that the only manifestation of NNA's intent regarding TAM's dealership application was NNA's explicit notice to both Puyallup Nissan and TAM that its inquiries of TAM "do[ ] not constitute approval [or] acceptance" of TAM as a dealer. Clerk's Papers (CP) at 174 (boldface omitted). TAM also expressly acknowledged that NNA supplied an application packet to TAM "as a convenience only, and [NNA] shall not incur any obligation or liability by receipt of [TAM's] application." CP at 179. Here there is no evidence of a promise to support TAM's promissory estoppel claim. Accordingly, we hold that the trial court did not err in dismissing TAM's promissory estoppel claim against NNA. See Young, 112 Wash.2d at 225, 770 P.2d 182.
¶ 30 TAM next contends that NNA breached a unilateral contract with TAM. We again disagree.
¶ 32 TAM focuses on its performance in providing extensive documentation at NNA's request so that NNA could evaluate TAM as a potential dealer. TAM asserts, without citation to the record, that "[NNA] entered into a unilateral contract in which it agreed to approve the sale of existing dealerships to qualified buyers, and to appoint such qualified buyers as Nissan dealers." Br. of Appellant at 22. But NNA expressly disavowed any such promise in writing to both Puyallup Nissan and TAM when NNA requested information to evaluate TAM as a potential dealer. And TAM expressly acknowledged that NNA did not incur any obligation or liability by providing TAM with the dealer application packet or in accepting that application packet for review. Also, in TAM's owner's declaration, submitted in response to NNA's motion for summary judgment, there is no mention of any promise from NNA to TAM.
¶ 33 We hold that the trial court did not err in dismissing TAM's unilateral contract claim. See Young, 112 Wash.2d at 225, 770 P.2d 182.
¶ 34 Tam also contends that it is a third-party beneficiary of NNA's dealership contract with Puyallup Nissan and that the trial court erred in granting summary judgment to NNA on its third-party beneficiary claim. We disagree.
¶ 35 "The creation of a third party beneficiary agreement requires that the parties intend, at the time they enter into the agreement, that the promisor assume a direct obligation to the beneficiary." Deep Water Brewing, LLC v. Fairway Res. Ltd., 152 Wn.App. 229, 255, 215 P.3d 990 (2009) (citing Lonsdale v. Chesterfield, 99 Wn.2d 353, 361, 662 P.2d 385 (1983)). "`If the terms of the contract necessarily require the promisor to confer a benefit upon a third person, then the contract, and hence the parties thereto, contemplate a benefit to the third person.'" Lonsdale, 99 Wash.2d at 361, 662 P.2d 385 (emphasis omitted) (internal quotation marks omitted) (quoting Vikingstad v. Baggott, 46 Wn.2d 494, 496, 282 P.2d 824 (1955)).
¶ 36 "The test for intent is an objective one — whether performance under the contract would necessarily and directly benefit that party. `The contracting parties' intent is determined by construing the terms of the contract as a whole, in light of the circumstances under which it is made.'" Deep Water Brewing, 152 Wash.App. at 256, 215 P.3d 990 (citation omitted) (quoting Postlewait Constr., Inc. v. Great Am. Ins. Cos., 106 Wn.2d 96, 99-100, 720 P.2d 805 (1986)); see also Kim v. Moffett, 156 Wn.App. 689, 699, 234 P.3d 279 (2010).
¶ 37 Here, NNA and Puyallup Nissan entered into a dealership contract in 1989. The dealership agreement provided in part:
CP at 50. The Nissan Dealer Sales and Service Agreement's standard provisions provided that "[NNA] has the right and obligation to evaluate each prospective dealer, its owner(s) and executive, manager, the dealership location and the dealership facilities to ensure that each of the foregoing is adequate to enable Dealer to meet its responsibilities hereunder." CP at 102. The standard provisions also provided that "[a]ny purported transfer, assignment, or delegation made without prior written approval of [NNA] shall be null and void." CP at 105. Finally, the dealership agreement specifically disavowed any benefit to any third party, stating, "This Agreement is entered into by and between [NNA] and Dealer for their sole and mutual benefit. Neither this Agreement nor any specific provision contained in it is intended or shall be construed to be for the benefit of any third party." CP at 106.
¶ 38 The record before the trial court and on appeal is devoid of evidence that NNA and Puyallup Nissan intended that NNA assume a direct obligation to TAM when NNA and Puyallup Nissan entered into their dealership agreement in 1989. Also, in light of the express disavowal of any benefit to any third party, it cannot be said that the dealership agreement read as a whole necessarily requires NNA to confer a benefit on TAM. See Lonsdale, 99 Wash.2d at 361, 662 P.2d 385. Under these circumstances, the trial court did not err in rejecting TAM's assertion that it was a third party beneficiary of NNA and Puyallup Nissan's dealership contract. See Young, 112 Wash.2d at 225, 770 P.2d 182.
¶ 39 In its cross-appeal, NNA contends that the trial court erred in declining to grant NNA summary judgment on TAM's claim of tortious interference with a business expectancy. We agree with NNA and reverse the trial court's decision and remand for it to dismiss this claim.
¶ 40 A plaintiff claiming tortious interference with a contractual relationship or business expectancy must prove five elements:
Leingang v. Pierce County Med. Bureau, Inc., 131 Wn.2d 133, 157, 930 P.2d 288 (1997).
¶ 41 Exercising one's legal interests in good faith is not improper interference. Leingang, 131 Wash.2d at 157, 930 P.2d 288. "`A defendant who in good faith asserts a legally protected interest of his own which he believes may be impaired by the performance of a proposed transaction is not guilty of tortious interference.'" Birkenwald Distrib. Co. v. Heublein, Inc., 55 Wn.App. 1, 10, 776 P.2d 721 (1989) (quoting Brown v. Safeway Stores, Inc., 94 Wn.2d 359, 375, 617 P.2d 704 (1980); see also Plumbers and Steamfitters Union Local 598 v. Wash. Pub. Power Supply Sys., 44 Wn.App. 906, 920, 724 P.2d 1030 (1986)) ("[I]nterference [with a business expectancy] is justified as a matter of law if the interferer has engaged in the exercise of an absolute right equal or superior to the right which was invaded.").
¶ 42 Goodyear Tire & Rubber Co. v. Whiteman Tire, Inc., 86 Wn.App. 732, 935 P.2d 628 (1997) is instructive. There, the tire company contracted with a dealer to provide products for sale in the dealer's stores. Goodyear, 86 Wash.App. at 736, 746, 935 P.2d 628. In the dealer contracts, the tire company reserved the right to open its own stores in the dealer's territory. Goodyear, 86 Wash.App. at 736, 746, 935 P.2d 628. The tire company ultimately opened such stores and sold its products at competitive prices; the dealer lost customers and went bankrupt. Goodyear, 86 Wash.App. at 737-38, 935 P.2d 628.
¶ 43 On appeal of the summary dismissal of the dealer's counterclaims, Division Three of this court held that the dealer's tortious interference cause of action, "insofar as it relates to Goodyear competing with it, fails as a matter of law because Goodyear's alleged `interference' was not improper." Goodyear, 86 Wash.App. at 746, 935 P.2d 628 (emphasis added). That result turned on the fact that the dealership contracts unequivocally reserved the tire company's right to compete with the dealer. Goodyear, 86 Wash.App. at 746, 935 P.2d 628.
¶ 44 The dealer also alleged that one of its employees had resigned his position and immediately began working for the Goodyear store in violation of a noncompete agreement. Goodyear, 86 Wash.App. at 746, 935 P.2d 628. The dealer alleged that he complained about the noncompete violations to Goodyear, who assured him that such activity would stop. Goodyear, 86 Wash.App. at 746, 935 P.2d 628. In its briefing to the trial court, the dealer identified customers the former employee solicited from the dealer and attached Goodyear sales invoices bearing the former employee's initials showing sales within the geographic area and during the time period in violation of the noncompete agreement. Goodyear, 86 Wash.App. at 746, 935 P.2d 628. Division Three held that the trial court erred in dismissing the dealer's cause of action for tortious interference "but only with respect to the allegations concerning [the dealer's former employee]." Goodyear, 86 Wash.App. at 747, 935 P.2d 628.
¶ 45 Here, the dealership agreement between NNA and Puyallup Nissan expressly provides that any transfer of the dealership is subject to NNA's approval. The asset purchase agreement between Puyallup Nissan and TAM also acknowledged NNA's approval contingency. Accordingly, TAM's tortious interference claim, premised on NNA's withholding its consent to the sale of the dealership, fails as a matter of law. See Goodyear, 86 Wash.App. at 746, 935 P.2d 628; see also Birkenwald, 55 Wash.App. at 10, 776 P.2d 721; Broten v. May, 49 Wn.App. 564, 569, 744 P.2d 1085 (1987) (plaintiff alleging tortious interference regarding real estate commission had no reasonable expectancy in commission where defendant had a right to withhold its consent to commission sharing arrangement and did so).
¶ 46 Finally, NNA also contends in its cross-appeal that the trial court erred in declining to grant NNA summary judgment on TAM's lost profits claim. We again agree with NNA and reverse the trial court's ruling and remand to the trial court for dismissal of this claim as well.
¶ 47 Lost profits may be recovered as damages when they are (1) within the contemplation of the parties at the time the contract was entered, (2) the proximate result of defendant's breach, and (3) proven with reasonable certainty. Tiegs v. Watts, 135 Wn.2d 1, 17-18, 954 P.2d 877 (1998). NNA argues that TAM's alleged lost profits damages were speculative because TAM had never operated a Nissan dealership. NNA also asserts that future profits could not have been within TAM's contemplation (expectation) when it entered into the proposed asset sale agreement with Puyallup Nissan because that agreement was expressly contingent on NNA's approval.
¶ 49 TAM has failed to show evidence of an essential element for each of its common law claims. Accordingly, reversal is required regarding the two claims that the trial court denied summary judgment on tortuous interference and damages (lost profits).
¶ 50 We affirm the trial court's order granting summary judgment dismissal of TAM's claims for violation of the Franchise Act and for the additional claims based on promissory estoppel, breach of a unilateral implied contract, and a third-party beneficiary theory. We reverse the trial court's denial of summary judgment on TAM's claims of tortious interference and damages for lost profits and remand for dismissal of TAM's suit.
We concur: QUINN-BRINTNALL, and PENOYAR, JJ.
