Essential-Term Certainty and Proof of Reliance: Limits on Contract, Fraud, and “Advisory” Misrepresentation Claims in Pre-Contract Collaborations

Case: Peters Broadcast Engineering, Inc. v. PEM Consulting Group, LLC (7th Cir. June 17, 2026)

Court: United States Court of Appeals for the Seventh Circuit (applying Indiana law)

Disposition: Summary judgment for defendants affirmed on all counts

1. Introduction

This appeal arose from an informal business arrangement surrounding cell-tower construction work in Indiana. Peters Broadcast Engineering, Inc. (“Peters Broadcast”), a small telecommunications engineering company owned by Robert Peters, held a master services agreement with Crown Castle USA, Inc. (“Crown Castle”), under which Crown Castle could issue purchase orders for site work. Peters Broadcast sought subcontractor capacity and resources and engaged with PEM Consulting Group, LLC d/b/a Pyramid Consulting & Construction, LLC (“PEM”), owned by Philip Miller.

Although the project moved forward operationally, the parties never executed a final written subcontract. When the relationship deteriorated and Crown Castle terminated Peters Broadcast’s master agreement (citing poor work product), Peters Broadcast sued PEM, Miller, and PEM’s insurers, asserting a mix of contract, fraud, quasi-contract, and interference theories.

Key Issues on Appeal

  • Contract formation: Whether an enforceable oral/preliminary contract existed despite ongoing negotiations and conflicting understandings.
  • Fraud / fraudulent misrepresentation: Whether alleged statements about Miller’s resources and equipment supported fraud claims, particularly the element of reliance.
  • Unjust enrichment: Whether Peters Broadcast conferred a benefit on PEM at PEM’s express or implied request such that retention would be unjust.
  • Negligent misrepresentation: Whether Indiana’s tort applied to statements made during arm’s-length contract negotiations.
  • Tortious interference: Whether PEM’s communications with Crown Castle were unjustified and maliciously directed at harming Peters Broadcast.
  • Insurance declaratory relief: Whether coverage issues remained once all substantive claims failed.

2. Summary of the Opinion

The Seventh Circuit affirmed summary judgment across the board. It held:

  • No enforceable contract existed because essential terms were not mutually agreed, and the record lacked evidence of a definite preliminary oral agreement.
  • Fraud claims failed because there was no evidence Peters Broadcast relied on the alleged misstatements; the statements were made after PEM was already working, and the record did not show actionable reliance thereafter.
  • Unjust enrichment failed because Peters Broadcast either recouped its large payment via a charge-back, could not show a requested (express or implied) benefit for claimed expenses, and could not show injustice regarding a $6,000 payment given PEM’s costs.
  • Negligent misrepresentation was unavailable because Indiana confines the tort to “advisory” relationships; contract negotiations between prospective counterparties do not qualify.
  • Tortious interference failed because PEM had a legitimate reason to contact Crown Castle (seeking payment for work performed), defeating the “lack of justification” element.
  • Insurance declaratory relief failed because, with no viable underlying claims, there was no remaining coverage dispute.

3. Analysis

3.1 Precedents Cited (and How They Shaped the Decision)

A. Summary judgment and Erie-style state-law prediction

  • Mesco Mfg., LLC v. Motorists Mut. Ins. Co., 145 F.4th 705 (7th Cir. 2025): Provided the de novo standard of review and framed the appellate posture.
  • Celotex Corp. v. Catrett, 477 U.S. 317 (1986): Supplied the controlling summary-judgment framework—no genuine dispute of material fact and the nonmovant must come forward with admissible evidence, not allegations.
  • Atlanta Gas Light Co., v. Navigators Ins. Co., 164 F.4th 1038 (7th Cir. 2026): Reinforced both the summary-judgment principles and the obligation to apply state law as the federal court predicts the Indiana Supreme Court would.
  • Harney v. Speedway SuperAmerica, LLC, 526 F.3d 1099 (7th Cir. 2008): Emphasized that a party resisting summary judgment must identify specific facts in the evidentiary record.

B. Contract formation: mutual assent and essential terms

  • Rogier v. Am. Testing & Eng'g Corp., 734 N.E.2d 606 (Ind. Ct. App. 2000): Stated the elements of breach of contract, anchoring the analysis on the threshold requirement—existence of a contract.
  • Kelly v. Levandoski, 825 N.E.2d 850 (Ind. Ct. App. 2005): Confirmed that contract existence is a question of law and that oral contracts require agreement on all terms.
  • OVRS Acquisition Corp. v. Cmty. Health Servs., Inc., 657 N.E.2d 117 (Ind. Ct. App. 1995) (quoting Ochoa v. Ford, 641 N.E.2d 1042 (Ind. Ct. App. 1994)): Assigned the burden to the party urging contract validity (here, Peters Broadcast).
  • Lash v. Kreigh, 202 N.E.3d 1098 (Ind. Ct. App. 2023) (quoting Troutwine Ests. Dev. Co., LLC v. ComSub Design & Eng'g, Inc., 854 N.E.2d 890 (Ind. Ct. App. 2006)): Provided the key rule—no contract if any essential term lacks agreement.
  • Simon v. William R. Simon Farms, Inc., 245 N.E.3d 1025 (Ind. Ct. App. 2024): Supported the court’s skepticism where testimony reflects that no agreement was reached.
  • Wolvos v. Meyer, 668 N.E.2d 671 (Ind. 1996); Abercrombie & Fitch Stores, Inc. v. Simon Prop. Grp., L.P., 160 N.E.3d 1103 (Ind. Ct. App. 2020): Recognized that preliminary agreements can be enforceable, but only if essential terms are settled.
  • Conwell v. Gray Loon Outdoor Mktg. Grp., Inc., 906 N.E.2d 805 (Ind. 2009): Defined “essential terms,” stressing clarity about who promises what to whom—critical in a multi-actor arrangement involving Frequency 1.
  • Illiana Surgery & Med. Ctr., LLC v. STG Funding, Inc., 824 N.E.2d 388 (Ind. Ct. App. 2005): Confirmed that party obligations are essential terms—fatal here because obligations for staffing, equipment, and site acceptance were disputed.

These authorities collectively framed the court’s central move: treating operational conduct as insufficient to supply missing essential terms in a complex, evolving collaboration, and refusing to convert a “proposal” and partial performance into a legally definite bargain.

C. Fraud and reliance

  • Kesling v. Hubler Nissan, Inc., 997 N.E.2d 327 (Ind. 2013), superseded by statute on other grounds, IND. CODE § 24-5-0.5-3 (2014); Wise v. Hays, 943 N.E.2d 835 (Ind. Ct. App. 2011): Supplied the elements of fraud/fraudulent misrepresentation, emphasizing reasonable reliance and proximate injury.
  • First Bank of Whiting v. Schuyler, 692 N.E.2d 1370 (Ind. Ct. App. 1998): Recognized the “no duty to disclose” principle, which defendants invoked (though the panel ultimately resolved the case on reliance).
  • Ind. Bank & Trust Co. of Martinsville v. Perry, 467 N.E.2d 428 (Ind. Ct. App. 1984): Added the “half-truth” rule—once a party undertakes to speak, it must disclose the whole truth without concealing material facts.
  • BSA Constr. LLC v. Johnson, 54 N.E.3d 1026 (Ind. Ct. App. 2016): Defined reliance as taking action in response to the misstatement—crucial to defeating claims where statements post-dated entry into the relationship.

D. Unjust enrichment (benefit, request, and injustice)

  • Woodruff v. Ind. Fam. & Soc. Servs. Admin., 964 N.E.2d 784 (Ind. 2012); Zoeller v. E. Chic. Second Century, Inc., 904 N.E.2d 213 (Ind. 2009): Stated the elements of unjust enrichment, including the “request” requirement and expectations of payment.
  • Lady Di's, Inc. v. Enhanced Servs. Billing, Inc., 654 F.3d 728 (7th Cir. 2011) (quoting Wright v. Pennamped, 657 N.E.2d 1223 (Ind. Ct. App. 1995)): Framed unjust enrichment as an equity doctrine and emphasized that paying for ordered/received services is not “unjust.”
  • Coppolillo v. Cort, 947 N.E.2d 994 (Ind. Ct. App. 2011): Explained that a “benefit” can include saving the defendant from expense or loss.
  • Ritzert Co., Inc. v. United Fid. Bank, FSB, 935 N.E.2d 756 (Ind. Ct. App. 2010): Held that a plaintiff’s voluntary payment alone does not establish an implied request.
  • SelectSun GmbH v. Porter, Inc., 928 F.3d 550 (7th Cir. 2019): Reinforced that partial payment against performance is not unjust enrichment where the defendant conferred value and incurred costs.

E. Negligent misrepresentation limited to “advisory” contexts

  • U.S. Bank, N.A. v. Integrity Land Title Corp., 929 N.E.2d 742 (Ind. 2010): Adopted RESTATEMENT (SECOND) OF TORTS § 552(1) as Indiana’s negligent misrepresentation definition.
  • Troth v. Warfield, 495 F.Supp.3d 729 (N.D. Ind. 2020) (citing Eby v. York-Division, Borg-Warner, 455 N.E.2d 623 (Ind. Ct. App. 1983)): Traced the doctrine’s narrower origins (employment context) and guarded expansion.
  • Jeffrey v. Methodist Hosps., 956 N.E.2d 151 (Ind. Ct. App. 2011): Supplied the controlling limitation—liability generally requires an “advisory” relationship marked by superior knowledge, a business of supplying information, and compensation for that informational service.
  • Tri-Pro. Realty, Inc. v. Hillenburg, 669 N.E.2d 1064 (Ind. Ct. App. 1996): Supported the boundary between professional guidance and transactional assertions in a sale/negotiation setting.

F. Tortious interference: “lack of justification” and legitimate reasons

  • McCollough v. Noblesville Schs., 63 N.E.3d 334 (Ind. Ct. App. 2016): Listed the elements of tortious interference with business relations.
  • Morgan Asset Holding Corp. v. CoBank, ACB, 736 N.E.2d 1268 (Ind. Ct. App. 2000) (quoting Winkler v. V.G. Reed & Sons, Inc., 638 N.E.2d 1228 (Ind. 1994)): Defined “lack of justification” as conduct “malicious and exclusively directed” to injure, and emphasized that a legitimate reason supplies justification.

3.2 Legal Reasoning

A. Contract: the court refused to “complete” an incomplete deal

The opinion treats contract formation as an evidentiary and definitional problem: Peters Broadcast bore the burden of proving an agreement, yet could not point to a definite oral bargain specifying essential obligations. Even the one consistent term (a 90/10 payment split) did not resolve fundamental uncertainties:

  • whether PEM had discretion to accept purchase orders site-by-site or was obligated to perform all;
  • who supplied and paid for crews and equipment;
  • what role Frequency 1 (a nonparty to the litigation) played in management and performance;
  • how to determine breach or remedy given the lack of ascertainable terms.

The court underscored a practical contract-law premise: “Contracts exist so that parties can protect their rights. When parties engage in joint business but leave unanswered essential terms, a court should not supply those terms.”

In rejecting Peters Broadcast’s attempt to shift burden via a “sham contract” framing, the panel’s logic is straightforward: without prima facie evidence of an agreement containing essential terms, the nonmovant cannot survive summary judgment simply by insisting a contract must have existed.

B. Fraud: even assuming falsity, the record did not show reliance

The court accepted (for purposes of analysis) that Miller’s alleged statements about personally having sufficient funds and owning suitable trucks could be false statements of existing fact and potentially actionable under the “whole truth” principle from Ind. Bank & Trust Co. of Martinsville v. Perry. The case turned instead on timing and proof:

  • The statements occurred in July, after PEM was already working on sites.
  • Peters testified he relied on Chris Smith’s representations in May, not Miller’s, when giving PEM access.
  • The record did not quantify post-July work or identify an action Peters Broadcast took because of the alleged misstatements.

Under BSA Constr. LLC v. Johnson, reliance requires action in response to the misstatement. Without evidence of that causal link, fraud claims fail at summary judgment even if the statements were false and even if they might have been “material” in the abstract.

C. Unjust enrichment: “benefit” plus “request” plus “injustice” were not supported

The court treated unjust enrichment as a disciplined doctrine, not a fallback for failed contract claims:

  • $46,365.50 check: Peters Broadcast charged it back; Peters testified he believed he recouped losses, defeating any “benefit” and expectation of repayment.
  • Expenses for crews/equipment: Even if these saved PEM money (Coppolillo v. Cort), Peters Broadcast could not show the expenses were incurred at PEM’s express or implied request (Ritzert Co., Inc. v. United Fid. Bank, FSB).
  • $6,000 payment: No evidence PEM requested it, and given PEM’s ~$36,000 expenses and Peters Broadcast’s ~$118,000 receipts, retention was not “unjust” (Lady Di's, Inc. v. Enhanced Servs. Billing, Inc.; SelectSun GmbH v. Porter, Inc.).

D. Negligent misrepresentation: contract talk is not “advice”

Indiana’s negligent misrepresentation tort (RESTATEMENT (SECOND) OF TORTS § 552(1), adopted in U.S. Bank, N.A. v. Integrity Land Title Corp.) requires that false information be supplied “for the guidance of others.” The court read Indiana decisions as limiting the tort to “advisory” relationships where the defendant is effectively in the business of supplying paid informational guidance (Jeffrey v. Methodist Hosps.).

Miller’s statements occurred in bargaining over performance and payment. The court drew a firm doctrinal line: foreseeability that an opponent may rely during negotiations does not transform negotiations into an advisory service relationship.

E. Tortious interference: seeking payment is a legitimate justification

On the interference claim, the opinion focuses on “absence of justification.” Under Morgan Asset Holding Corp. v. CoBank, ACB (quoting Winkler v. V.G. Reed & Sons, Inc.), the plaintiff must show conduct “malicious and exclusively directed” to cause harm. Here, PEM’s communications with Crown Castle were supported by a legitimate business reason: PEM believed it had performed work without being paid. That legitimate purpose defeated the “lack of justification” element as a matter of law.

F. Insurance declaratory claim: no underlying liability, no coverage dispute

With all substantive claims resolved for PEM and Miller, the court affirmed summary judgment for Atlantic and Chesapeake: absent a viable covered claim, the request for declarations about defense/indemnity obligations had nothing to attach to.

3.3 Impact

A. For Indiana contract disputes involving “pre-deal” performance

The decision reinforces that partial performance and ongoing negotiations do not, by themselves, establish an enforceable preliminary agreement. Parties operating informally—especially with multiple moving actors (prime, subcontractor, manager, and end-client)—face heightened risk that a court will deem the arrangement an unenforceable “agreement to agree later” unless essential terms (scope, obligations, discretion to accept work, allocation of responsibilities) are objectively ascertainable.

B. For fraud litigation strategy

The opinion highlights reliance as the critical evidentiary bottleneck at summary judgment. Even where falsity is undisputed, plaintiffs must build a record showing what they did (or refrained from doing) because of the statement, and how that action caused a distinct injury. Timing matters: misstatements made after a relationship is underway may be hard to connect to detrimental reliance without clear evidence of continued participation, additional commitments, or foregone alternatives after the misstatement.

C. For negligent misrepresentation in commercial negotiations

The ruling underscores a limiting principle: in Indiana, negligent misrepresentation is not a generalized remedy for inaccurate statements made in arm’s-length dealmaking. Plaintiffs must show the defendant was acting in a compensated “advisory” role—closer to broker/lawyer/surveyor-type informational services than a prospective contracting party.

D. For tortious interference claims involving communications to the shared counterparty

When two businesses are linked through a common project owner (here, Crown Castle), communications by one participant to the owner to resolve payment disputes will often be “justified” if grounded in a legitimate economic interest. Plaintiffs will need strong evidence of malice and exclusivity of harmful purpose to survive summary judgment.

4. Complex Concepts Simplified

  • “Essential terms”: The must-have deal points that make a contract definite—who must do what, when, and on what conditions. If the court cannot determine obligations and breach standards, it cannot enforce the deal.
  • “Agreement to agree later”: A nonbinding understanding to keep negotiating. Courts generally do not enforce it because the final obligations are unknown.
  • Reliance (fraud context): Not just believing a statement, but taking action because of it (spending money, making commitments, giving access, foregoing alternatives).
  • Charge-back: A reversal of a payment (often through banking systems). If the money is pulled back, the recipient may not have received a net “benefit.”
  • Unjust enrichment: An equity remedy used when someone unfairly keeps a benefit they were asked to receive (expressly or impliedly) and it would be unjust not to repay.
  • “Advisory” relationship (negligent misrepresentation): A setting where one party is paid to provide guidance/information for others’ business decisions (e.g., brokers, attorneys), not merely negotiating its own deal.
  • Justification (tortious interference): If a defendant has a legitimate reason (like seeking payment for work), the law typically treats the interference as justified unless it is maliciously and exclusively aimed at harming the plaintiff.

5. Conclusion

Peters Broadcast Engineering, Inc. v. PEM Consulting Group, LLC is a cautionary decision about litigating business fallouts born from informal collaboration. The Seventh Circuit, applying Indiana law, reaffirmed that:

  • contract claims rise or fall on proof of mutual assent to essential terms;
  • fraud claims require concrete evidence of reliance—action taken because of the misstatement;
  • unjust enrichment requires a conferred benefit at the defendant’s request and a genuine inequity in retention;
  • negligent misrepresentation remains cabined to “advisory” informational relationships, not ordinary negotiations; and
  • tortious interference requires lack of justification, which legitimate payment-seeking communications typically defeat.

The opinion’s broader significance lies in its insistence on evidentiary rigor at summary judgment and its refusal to let tort and equity doctrines substitute for the absence of a definite, provable bargain.