Homes and Edward Ryan. We think that decision was correct.
By November, 1965, all the differences and disputes between the parties which had developed between May and November, 1965, had come to a head. We think that in a resolution of these difficulties Harnett accepted the Washington Homes stock and the obligation of Ryan Homes to Washington Homes ceased.
Harnett's testimony concerning his understanding at the time leads us to conclude that he accepted the stock and the opportunity that went with it with the full realization that Ryan Homes would not thereafter continue to participate in the St. Charles project and that there would be a parting of the ways. He testified that on December 2, 1965, he told Edward Ryan he would not pay the $200 per lot because he considered his obligation to Ryan Homes at an end when he paid the $10,000 organizational expenses for Washington Homes.
Why did Harnett think there would be no further Ryan Homes participation at St. Charles and that consequently he had no obligation to pay the $200? As we pointed out in our previous findings, the Ryan Homes Board of Directors had evidenced from the beginning their disenchantment with the St. Charles project. By the summer and early fall it was apparent that Ryan Homes was clearly on a course of disassociation. Edward Ryan had resigned from the SMAC Board of Directors. He had informed Harnett that "Ryan Homes" could not be built at St. Charles. Harnett knew all this. In fact, he testified he was "shocked" when he learned of some of these things.
We have little doubt, as Harnett testified, that Edward Ryan, personally, made certain promises regarding aid or assistance he would give to Harnett to get the new corporation afloat. Clearly, Harnett could not have undertaken the vast job at St. Charles with Washington Homes which at the time was a mere shell of a corporation. But it was by no means proved at trial what exactly these promises of "men, money and materials" involved. If, in November, 1965, Edward Ryan made concrete promises they were never reduced to writing and we do not know what they were.
In any event, it is apparent that Edward Ryan did give substantial direct and indirect assistance to Harnett and Washington Homes. He personally guaranteed a loan to construct the first 75 houses. He offered no significant objection or resistance when Harnett hired away several Ryan Homes executives. And, most importantly, Ryan Homes never attempted to compete with Harnett at St. Charles.
Harnett also raises, as an alternate contractual theory, the doctrine of promissory estoppel. We hold that there is no evidence upon which such a theory could be based because of our findings that Harnett knew when he accepted the option that Ryan Homes would not be involved in the project. As a result there were no promises on which he could have relied to his detriment.
We hold that Ryan Homes and Edward Ryan were in no way legally obligated to provide any aid or assistance to Harnett after November 15, 1965. Therefore, on the counterclaim for breach of contract, we find for the counter defendants, Ryan Homes and Edward Ryan.