LLC v. The Trustees of Purdue University, Appellee-Defendant (2025)

MEMORANDUM DECISION

Case Summary

[1] Appellant Core Foundation is an Indiana not-for-profit corporation; Appellant Alnico, LLC (“Alnico”), is an Indiana LLC which serves as the private arm of Core Foundation; Appellants Ricardo Torreblanca and Paola Torreblanca-Fischer are principals of Core Foundation and Alnico; and Appellee Trustees of Purdue University (“Purdue”) is an Indiana state university. In 2016, following a successful collaboration, Core Foundation and Purdue executed a written memorandum of understanding (“the MOU”) regarding potential future projects. In 2017, the Torreblancas formed Alnico in order to provide a for-profit entity through which they could be paid for their work on behalf of Core Foundation.

[2] During negotiations in 2017 and 2018, the possibility of a 10% commission for Alnico was discussed but ultimately rejected by Purdue. In 2018, Alnico and Core Foundation each executed contracts with Purdue, with Alnico's contract providing it with a 1% commission on projects involving Purdue and other entities that were the result of Alnico's work. Purdue compensated Alnico and Core Foundation for services rendered pursuant to the terms of their respective contracts, compensation that was accepted. In January of 2020, Alnico sent a letter to Purdue demanding the payment of over one million dollars as 10% commission on the work it had performed for Purdue (for work allegedly performed before and after the execution of the Alnico PSA), which demand Purdue rejected. In October of 2021, Appellants filed suit against Purdue, making the following claims: (1) Alnico alleged the breach of an express, oral contract to pay a 10% commission; (2) Alnico alleged the breach of an implied (in fact) contract; (3) Alnico and Core Foundation alleged an implied contract (in law) based on Purdue's actions; and (4) all Appellants made quantum meruit claims. Purdue moved for summary judgment on all claims, which motion the trial court granted. Appellants contend that the trial court erred in granting summary judgment in favor of Purdue. We affirm.

Facts and Procedural History

[3] In 2016, Ricardo, on behalf of Core Foundation, contacted Purdue to discuss the deaths of 150,000 alpacas in Peru in 2015. The subsequent collaboration between Core and Purdue's School of Veterinary Medicine had a positive effect on the alpaca situation. On or about November 6, 2016, Purdue and Core Foundation executed the MOU. The stated purpose of the MOU was to “facilitate the launching of educational and research cooperation activities and the development of contacts” between Core Foundation and Purdue. Appellants’ App. Vol. III p. 33. By its own terms, the MOU was “non-binding” and did not “contemplate or provide for the exchange of any funds” except as subsequently agreed to by the parties, “in writing [․] in a separate agreement.” Appellants’ App. Vol. III pp. 34, 35. Paola understood that the MOU contemplated a subsequent “more specific agreement” which would be in “writing.” Appellants’ App. Vol. III p. 92. Ricardo executed the MOU on behalf of Core Foundation as its “President.” Appellants’ App. Vol. III p. 36. In or around July of 2017, a Purdue representative suggested to the Torreblancas that they form a consulting group that would be for-profit, and Alnico was formed four days later to act as the “private arm of Core Foundation.” Appellants’ App. Vol. III p. 76. According to Appellants, “Alnico, LLC was formed by the Torreblancas to be the vehicle for receipt of funds that would be paid for their work.” Appellants’ Br. p. 10.

[4] In 2017, Purdue and the Peruvian educational institution Universidad Nacionel de San Augustin (“UNSA”) entered into a strategic alliance to create the Arequipa Nexus Institute (“the Nexus Project”). The Nexus Project consists of a network of multiple interrelated, interdisciplinary research projects designed to identify regional interdependencies among food, water, and energy systems for the purposes of supporting a sustainable future for the Arequipa region. As part of the Nexus Project, approximately 160 faculty and staff researchers from Purdue and UNSA have collaborated on over twenty interdisciplinary research projects.

[5] From July of 2017 to April of 2018, representatives of Purdue, Alnico, and Core Foundation negotiated the terms under which Alnico and Core Foundation would render certain consulting services to Purdue. Although the possibility of a potential commission of 10% for Alnico was apparently discussed, Tomas de la Rubia, the Purdue official who had signed the MOU on behalf of Purdue, sent an email to Paola on April 12, 2018, advising, “As I have already told you, a ten percent commission on each project is not going to happen. It's simply not negotiable, and the University will never agree to it.” Appellants’ App. Vol. III p. 106. To the extent that there might have been some question about whether Purdue would agree to a 10% commission, de la Rubia's email made it abundantly clear that Purdue had rejected the proposal.

[6] Purdue and Alnico subsequently entered into a written contract called “Professional Services Agreement 16349” and associated Statement of Work #1 (“SOW”) (collectively, the “Alnico PSA”). The Alnico PSA was executed on June 21, 2018, and was effective as of May 1, 2018. Paola signed the Alnico PSA on behalf of Alnico. The Alnico PSA contains compensation terms pursuant to which Purdue would pay Alnico a rate of $50.00 per hour. Alnico would also earn “one percent (1%) of the total net funded amount [․] of any revenue generating agreement between Purdue and a university or governmental or private entity that is the result of [Alnico's] services[.]” Appellants’ App. Vol. III p. 63.

[7] Purdue and Core Foundation also entered into in a written contract, called “Professional Services Agreement 16395” and Statement of Work #1 (collectively, the “Core PSA”). The Core PSA was fully executed on July 5, 2018, and, like the Alnico PSA, had an effective date of May 1, 2018, pursuant to Section 1(a). Ricardo signed the Core PSA on behalf of Core Foundation. The Core PSA contains compensation terms pursuant to which Purdue would pay Core Foundation a rate of $50.00 per hour and that such compensation “shall not exceed $43,200.00.” Appellants’ App. Vol. III p. 49. Section 3 of the Core PSA specifically provides that “Purdue shall not be required to pay for work that is inconsistent with this Agreement[.]” Appellants’ App. Vol. III p. 38. The Core and Alnico PSAs each contained integration clauses, which provided as follows: “This Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein.” Appellants’ App. Vol. III pp. 43, 57. According to Core Foundation's invoices, it provided consulting services to Purdue pursuant to the Core PSA. Core Foundation billed Purdue for services at the rate of $50.00 per hour, for a total of $5975.00. Alnico billed Purdue $70,023.37 for its consulting services. Purdue paid these invoices, in full. On July 24, 2018, Core Foundation terminated the Core PSA; on May 31, 2019, Alnico terminated the Alnico PSA; and on January 31, 2020, Alnico sent a demand letter to Purdue for $1,352,606.86 as a 10% commission on all funded projects it had facilitated for Purdue. Purdue rejected this demand.

[8] On October 13, 2021, Appellants filed a complaint for breach of contract against Purdue, including four claims: (1) Alnico alleged the breach of an oral contract to pay a 10% commission to Alnico; (2) Alnico alleged the breach of an implied (in fact) contract with Purdue; (3) Alnico and Core Foundation alleged an implied contract (in law) based on Purdue's actions; and (4) all Appellants made a claim based on quantum meruit. On February 3, 2023, Purdue moved for summary judgment on all of Appellants’ claims. On June 21, 2023, the trial court entered summary judgment in favor of Purdue on all of Appellants’ claims.

Discussion and Decision

[9] When reviewing the grant or denial of a summary judgment motion, we apply the same standard as the trial court. Merchs. Nat'l Bank v. Simrell's Sports Bar & Grill, Inc., 741 N.E.2d 383, 386 (Ind. Ct. App. 2000). “Summary judgment is appropriate only where the evidence shows there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law.” Id. (citing Ind. Trial Rule 56(C)). To prevail on a motion for summary judgment, a party must demonstrate that the undisputed material facts negate at least one element of the other party's claim. Merchs. Nat'l Bank, 741 N.E.2d at 386. “Once the moving party has met this burden with a prima facie showing, the burden shifts to the nonmoving party to establish that a genuine issue does in fact exist.” Id. The party appealing the summary judgment bears the burden of persuading us that the trial court erred. Id.

[10] “There are three general types of contracts—express, implied-in-fact, and constructive contracts. Express and implied-in-fact contracts are traditional contracts, while constructive contracts, also referred to as quantum meruit, contract implied-in-law, unjust enrichment, or quasi-contracts, are not contracts at all.” Zoeller v. E. Chicago 2nd Century, Inc., 904 N.E.2d 213, 220–21 (Ind. 2009) (quotation marks, citations, and brackets omitted). At the heart of all of Appellants’ claims is their insistence that Alnico is entitled to receive a 10% commission on all of the work they did for Purdue, not the 1% provided for in the Alnico PSA.

I. Contract Claims

[11] Alnico's contract claims, as restated, are that the trial court erred in (1) concluding that there was no genuine issue of material fact that an oral contract existed for a 10% commission prior to the execution of the PSAs and (2) refusing to allow consideration of parol evidence to clarify alleged ambiguities in the Alnico PSA and establish that Alnico and Purdue had actually agreed on a 10% commission.

A. Oral Contract

[12] Alnico contends that the trial court erred in concluding that there was no genuine issue of material fact regarding the existence of an oral contract between Alnico and Purdue for consultation prior to the execution of the Alnico PSA.

Contracts are formed when parties exchange an offer and acceptance. Wallem v. CLS Industries, Inc., 725 N.E.2d 880, 883 (Ind. Ct. App. 2000). For an oral contract to exist, parties have to agree to all terms of the contract. Id. If a party cannot demonstrate agreement on one essential term of the contract, then there is no mutual assent and no contract is formed. Id. “A meeting of the minds of the contracting parties, having the same intent, is essential to the formation of a contract.” Id. Whether a set of facts establishes a contract is a question of law. Id.

Kelly v. Levandoski, 825 N.E.2d 850, 857 (Ind. Ct. App. 2005), trans. denied. Although the alleged extent and nature of Alnico's work for Purdue prior to the execution of the Alnico PSA is not entirely clear, we need not work it out. The various designated communications reflect—at best—that Alnico attempted to negotiate a 10% commission but failed. In other words, there is no designated evidence tending to establish that Alnico and Purdue ever had an agreement that Alnico would receive a 10% commission for work done for Purdue before the execution of the Alnico PSA.

[13] The designated evidence Alnico identifies as the most compelling is the transcript of an August 30, 2017, telephone call between a Purdue representative and Paola, during which the following exchange occurred:

Mr. Wojtalewicz: And then in November, we're going to get a bunch of money from UNSA.

Ms. Torreblanca-Fischer: Yes.

Mr. Wojtalewicz: And we'll make sure that - -

Ms. Torreblanca-Fischer: That - - Okay. Is that like for the consulting or is it a percentage of the project or is it like are you going to do the hourly thing? How is that?

Mr. Wojtalewicz: No. It would be a percentage. So, they're going to have to - - I don't know how it would be a percentage thing.

Ms. Torreblanca-Fischer: Yeah. Okay.

Mr. Wojtalewicz: So, if they came up with $100,000.00 proposal, for instance, I would say for $100,000.00 proposal, maybe a ten percent consulting fee.

Ms. Torreblanca-Fischer: Uh-huh.

Mr. Wojtalewicz: So, $10,000.00 cut out for you.

Ms. Torreblanca-Fischer: Yeah.

Mr. Wojtalewicz: Another $100,000.00 proposal, another $10K there.

Ms. Torreblanca-Fischer: Uh-huh. Okay.

Mr. Wojtalewicz: That's kind of the way I would envision it.

Ms. Torreblanca-Fischer: Yeah, okay. No, that's how I was thinking. So I'm glad that you said it. Uh-huh.

Mr. Wojtalewicz: Yeah.

Mr. Wojtalewicz: Okay, I think we have a plan.

Ms. Torreblanca-Fischer: I think we do. I'm glad we do.

Appellant's App. Vol. III pp. 149–50.

[14] Appellants would have us infer from the above that, on August 30, 2017, Purdue promised to pay Alnico a 10% commission on all Nexus Project ventures that would occur thereafter. This is simply not a reasonable inference. To get straight to the point, nothing in Dr. Wojtalewicz's statements can be reasonably interpreted as representing a meeting of the minds, whether on a 10% commission or anything else. The conversation can (at best) be interpreted as a suggestion that a 10% commission would “maybe” be a possibility, Appellant's App. Vol. III p. 149, or (perhaps more reasonably) as an example of how a commission might generally work in practice. We also agree with the trial court that later conversations “show nothing more than the parties continuing their negotiations[,]” Appellant's App. Vol. II p. 41, and it is well-settled that negotiations cannot function as mutual assent. See Equimart, Ltd. v. Epperly, 545 N.E.2d 595, 598 (Ind. Ct. App. 1989) (concluding that no contract for the sale of stock was formed when the parties agreed to “ ‘attempt, in good faith, to negotiate a definitive purchase agreement[’ ”]) (record citation omitted, emphases in Equimart).¹ Alnico has failed to identify a genuine issue of material fact regarding the existence of an oral contract with Purdue.

B. Use of Parol Evidence to Clarify Ambiguity

[15] Alnico also contends that the terms of the Alnico are ambiguous, necessitating the consideration of parol evidence to clarify its provisions. For purposes of resolving this claim, we must keep in mind the well-settled principle that

[w]here terms of a contract are clear and unambiguous, we will apply the plain and ordinary meaning of the terms and enforce the contract according to its terms. Claire's Boutiques, Inc. v. Brownsburg Station Partners LLC, 997 N.E.2d 1093, 1098 (Ind. Ct. App. 2013). If necessary, the text of a disputed provision may be understood by referring to other provisions within the four corners of the document. Id. The four corners rule states that where the language of a contract is unambiguous, the parties’ intent is to be determined by reviewing the language contained within the “four corners” of the contract, and “parol or extrinsic evidence is inadmissible to expand, vary, or explain the instrument unless there has been a showing of fraud, mistake, ambiguity, illegality, duress or undue influence.” Adams v. Reinaker, 808 N.E.2d 192, 196 (Ind. Ct. App. 2004).

John M. Abbott, LLC v. Lake City Bank, 14 N.E.3d 53, 56 (Ind. Ct. App. 2014). Both of Alnico's claims rely on us finding ambiguity in the Alnico PSA, so that parol evidence allegedly tending to establish an oral contract and/or an implied (in fact) contract may be considered. We first address the question of whether any ambiguity exists in the Alnico PSA that would allow for the consideration of such parol evidence.

[16] We have little hesitation in concluding that no such ambiguity exists in the compensation provisions or the integration clause, which, in light of Alnico's claim that it was underpaid pursuant to an extrinsic agreement, is the only sort of ambiguity that would matter. The clear language of the Alnico PSA provides that Alnico “will be entitled to one percent (1%) of the total net funded amount [․] of any revenue generating agreement between Purdue and a university or governmental or private entity that is the result of [Alnico's] services[.]” Appellants’ App. Vol. III p. 63. The Alnico PSA further provides that “[t]his Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein.” Appellants’ App. Vol. III pp. 57. Put simply, the compensation provisions, as well as the integration clause, are clear and without ambiguity, and the trial court was correct to rule that extrinsic evidence cannot be used to interpret them.

[17] Alnico essentially points to the parol evidence itself as creating an ambiguity in the compensation provisions. Parol evidence cannot create an ambiguity in otherwise clear contract language; it may only be used to interpret language that is inherently ambiguous. “The ambiguity allowing admission of parol evidence must appear on the face of the document; extrinsic evidence is not admissible in an attempt to create an ambiguity. The consequence of drafting the document to appear on its face clear is that it is clear.” DeBoer v. DeBoer, 669 N.E.2d 415, 421 (Ind. Ct. App. 1996), (disapproved of on other grounds by Merritt v. Merritt, 693 N.E.2d 1320, 1324 n.4 (Ind. Ct. App. 1998), trans. denied), trans. denied. Because Alnico's claim of ambiguity relies entirely on the consideration of parol evidence regarding pre-contract interactions to create the alleged ambiguity, we need not consider it further.²

II. Quasi-Contractual Claims

[18] Alnico and Core Foundation allege an implied contract (in law) based on Purdue's actions, while Alnico, Core Foundation, and the Torreblancas in their individual capacities make a claim based on quantum meruit. These theories of recovery are based on alleged quasi-contracts, which “are not contracts at all.” Zoeller, 904 N.E.2d at 221; see also Bayh v. Sonnenburg, 573 N.E.2d 398, 408 (Ind. 1991) (“A quasi-contract, of course, is not a contract at all[.]”). Such claims are “a legal fiction used to refer to a situation where no contract actually exists but where justice nevertheless warrants a recovery under the circumstances as though there had been a promise.” DiMizio v. Romo, 756 N.E.2d 1018, 1024–25 (Ind. Ct. App. 2001) (citation and quotation marks omitted), trans. denied. In either case, however, “[t]he existence of express terms in a valid contract precludes the substitution of and the implication in law of terms regarding the subject matter covered by the express terms of the contract.” Keystone Carbon Co. v. Black, 599 N.E.2d 213, 216 (Ind. Ct. App. 1992), trans. denied. “When the rights of parties are controlled by an express contract, recovery cannot be based on a theory implied in law.” Id.

[19] Alnico executed the Alnico PSA, and Core Foundation the Core PSA, with Purdue, and the existence of these express contracts fatally undercuts any quasi-contractual claim made by either Alnico or Core Foundation. Id. As for the Torreblancas in their individual capacities, both PSAs contain identical provisions declaring that they confer no rights of any sort on any third party:

NO THIRD PARTY BENEFICIARIES: Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties hereto and the respective successors or permitted assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.

Appellants’ App. Vol. III p. 42 (Core PSA); Vol. III p. 56 (Alnico PSA). Neither Torreblanca contends that he or she is either a successor or a permitted assign to either Alnico or Core Foundation. The clear language of the Alnico and Core PSAs fatally undercuts the Torreblancas’ third-party quantum meruit claims. Appellants have failed to establish that a genuine issue of material fact exists with respect to any of their claims.

[20] We affirm the judgment of the trial court.

FOOTNOTES

1.   Moreover, although not necessary to our resolution of this claim, it is worth noting that the MOU executed by Core Foundation (of which all agree Alnico was merely the private arm later formed for the sole purpose of being a vehicle by which the Torreblancas could be paid for their work on behalf of Core Foundation) was clear that there would be “no exchange of any funds” except as subsequently agreed to by the parties, “in writing [․] in a separate agreement.” Appellants’ App. Vol. III pp. 34, 35 (emphasis added). See, e.g., Foster v. United Home Imp. Co., 428 N.E.2d 1351, 1355 (Ind. Ct. App. 1981) (“[W]here the parties agree they shall not be bound until a contract is reduced to writing, execution of a written contract is necessary[.]”).

2.   Alnico also contends that designated evidence generated a genuine issue of material fact regarding whether Purdue committed fraud in the inducement. As Purdue notes, however, Alnico did not make this claim in the trial court and so has waived it for appellate consideration. See, e.g., Evans v. Thomas, 976 N.E.2d 125, 128 (Ind. Ct. App. 2012) (“It is well-settled that ‘a party may not raise a new argument for the first time on appeal.’ ”) (citation omitted), trans. denied.

Bradford, Judge.

Judges Bailey and Foley concur. Bailey, J., and Foley, J., concur.