Full opinion text
ORDER WM. TERRELL HODGES, District Judge. This case is before the Court for consideration of Defendants Martin Marietta Materials, Inc. and Martin Marietta Materials of Florida, LLC’s Motion for Final Summary Judgment, (Doc. 80), to which Plaintiffs White Construction Company, Inc. and Limerock Industries, Inc., have filed a response in opposition (Doc. 101). Upon due consideration, and for the reasons discussed below, the Court concludes that the Defendants’ motion is due to be granted in part and denied in part. Undisputed Material Facts I. The Parties Plaintiffs White Construction Company, Inc. (“White Construction”) and Limerock Industries, Inc. (“Limerock Industries”), (collectively “the Plaintiffs”) are both Florida corporations engaged in the construction business with their principal places of operation in Chiefland, Levy County, Florida. The late Luther White, Sr. and his wife were the majority stockholders of both corporations, and they were considered sister corporations. A large portion of White Construction’s and Limerock Industries’ work was devoted to road construction projects for the Florida Department of Transportation. Since the 1950s, both White Construction and Limerock Industries have operated a limerock mining facility in Taylor County, Florida, known as the “Cabbage Grove” Quarry. The mining operations conducted at Cabbage Grove included the production, marketing, distribution, and sale of limerock, crushed rock, and other aggregate products that are traditionally used in road construction projects. The limerock at Cabbage Grove is very valuable because it is the only source of hard aggregate rock north of the oolite seam near Miami, Florida, and the Plaintiffs invested millions of dollars into its operations at the quarry. They renewed the lease on the land on several occasions, installed equipment to conduct mining, and moved other equipment to the property for use in mining operations. The owner of Cabbage Grove during the relevant time period of this case was Foley Timber and Land Company, Limited Partnership (“Foley”), and until April 1, 2002, the Plaintiffs leased Cabbage Grove from Foley to conduct their mining operations. White Construction and Limerock Industries also leased land for its mining operations at two other quarries located in Marion County, Florida — the O’Neal Quarry, and the Clifton Quarry. However, Cabbage Grove was considered the “crown jewel” of the Plaintiffs’ mining operations because of its high value. Defendant Martin Marietta Materials, Inc. (“Martin Marietta”) is a North Carolina corporation with its principal place of business in Raleigh, North Carolina. Martin Marietta is a well-known and experienced mining company with an established distribution network in Florida and throughout the United States. It is the second largest supplier of limerock aggregate in the United States, and has extensive operations throughout the Southeast. Defendant Martin Marietta Materials of Florida, LLC (“Martin Marietta Florida”) is a Delaware limited liability company and a wholly owned subsidiary of Martin Marietta. Martin Marietta Florida’s principal place of business is in Raleigh, North Carolina, and its sole member is Martin Marietta. Martin Marietta created Martin Marietta Florida in 2002 as a vehicle to facilitate the execution of the Mining Services Agreement with White Construction and Limerock Industries. II. The Letter of Intent In the late 1990s, Martin Marietta approached White Construction and Limer-ock Industries about possibly purchasing the mining operations at Cabbage Grove, as well as certain other real property. The negotiations were ultimately unsuccessful; however, in late 1998 and early 1999, Martin Marietta renewed discussions with the Plaintiffs about purchasing their interest in Cabbage Grove. On January 29, 1999, the Parties entered into a confidentiality agreement whereby White Construction provided Martin Marietta various documents, including a copy of White Construction’s mining lease with Foley. In March 2000, before this second round of negotiations concluded, the State of Florida initiated criminal proceedings against White Construction. The proceedings resulted in the indictment of White Construction for several crimes in connection with its dealings with the Florida Department of Transportation, including charges of racketeering and grand theft. In May 2002, the criminal charges were expanded to include individual charges against Luther White, Sr., his son Luther White, Jr., and Luther White III. Limer-ock Industries has never been named as a defendant in any criminal proceedings. At some point between March 2000 and September 2001, Martin Marietta became aware of the criminal proceedings against White Construction. Martin Marietta did not, however, cease its discussions with the Plaintiffs concerning Cabbage Grove. These discussions ultimately resulted in the execution of a Letter of Intent (“LOI”) between Martin Marietta Materials and Limerock Industries on September 27, 2001. (Doc.44-2). The LOI memorialized Limerock Industries’ interest in selling and Martin Marietta’s interest in purchasing “certain of the assets related to the operation of Limerock [Industries], specifically those conducted at the Cabbage Grove Quarry in Taylor County, Fla., O’Neal Quarry in Marion County, Fla., and Clifton Quarry in Marion County, Fla.” (Doc. 44-2, p. 1). The first page of the LOI stated, in relevant part: This non-binding letter describes the basic terms of the proposed transaction, along with various examinations of Lim-erock that must be concluded to the satisfaction of [Martin Marietta] prior to the execution of a legally binding agreement. THIS LETTER EXPRESSES THE INTENT OF THE PARTIES FOR DISCUSSION PURPOSES ONLY FOR USE IN DRAFTING A DEFINITIVE CONTRACT. THIS LETTER IS NOT INTENDED TO CREATE NOR SHOULD IT BE CONSTRUED AS CREATING ANY LEGAL OBLIGATION TO CONCLUDE THIS TRANSACTION UNDER THE TERMS OUTLINED HEREIN OR ON ANY OTHER TERMS OR CONDITIONS NOR IS IT INTENDED TO CREATE ANY OTHER OBLIGATION EXCEPT FOR THE OBLIGATIONS SET FORTH IN PARAGRAPHS E ANDF. (Id., p. 1) (emphasis in original). The LOI provided that once it was signed by both parties, Martin Marietta would begin to draft a “definitive contract to the mutual satisfaction of the parties hereto.” Id. The LOI listed several terms and conditions which the parties anticipated the definitive contract would contain, along with other terms to be negotiated at a future date. Some of the terms included in the LOI were an anticipated purchase price of $15,500,000 for all of the assets used in Limerock Industries’ operations at the three quarries, including all real property, plants, and equipment used at each quarry; an additional payment of up to $1,161,000 for product inventory that was saleable in the normal course of business within one year from the date of the contract’s closing; and a separate payment for all outstanding accounts receivable at the time of closing. (Doc. 44-2, pp. 1-3). The LOI also provided that Limerock Industries would facilitate the renegotiation of the leases at each quarry under terms satisfactory to Martin Marietta, including the right to mine, blast, quarry, and remove deposits from the land, and that the parties would execute and record a Memorandum of Lease in the land records for the jurisdictions where each quarry was located. Id. at p. 3. The LOI stated that the “definitive contract” would include appropriate representations, warranties, and guarantees by Luther White, Sr. and the shareholders of Limerock Industries as to Limerock Industries’ contractual obligations. The LOI also stated that “[t]he definitive contract would further provide that consummation of the transaction would be contingent upon the fulfillment of certain conditions,” such as a good faith due diligence review of all corporate records, and approval of the transaction by the officers and directors of both Limerock Industries and Martin Marietta. (Doc. 44-2, pp. 4-5). The LOI listed a closing date for the definitive contract of March 1, 2002, and that Limerock Industries would refrain from negotiating with any third parties for the sale of the shares or assets of the mining operations until after that date. The LOI also provided that “either party, without further obligation or liability to the other, may terminate this letter of intent or the negotiations resulting from it, merely by giving written notice to the other.” (Doc. 44-2, p. 6). III. The O’Neal and Clifton Leases Following execution of the LOI, the Parties began the process of due diligence, which included Martin Marietta examining the existing quarry leases, verifying the quality of the limestone aggregate, and examining the title and encumbrances on the equipment Limerock Industries was proposing to sell under the LOI. The Parties also made various attempts to negotiate the terms of a definitive asset purchase agreement and a supply agreement, as well as a non-compete agreement for the Plaintiffs. Over the next several months, the Parties circulated various drafts of the agreements, and representatives from each company met on at least two occasions to discuss the progress of negotiations. Even though the LOI was between Martin Marietta and Limerock Industries alone, White Construction was also named as a party to the final contracts. With permission from White Construction and Limerock Industries, Martin Marietta also initiated contact with the three quarries to begin lease negotiations. On November 1, 2001, Martin Marietta’s Manager of Business Development, Charles E. Burnell, Jr., wrote to the owner of the O’Neal Quarry, Gary O’Neal, to begin negotiations. On December 21, 2001, O’Neal’s attorney, David MacKay wrote to Martin Marietta stating that: (1) O’Neal would not enter into a lease with Martin Marietta; (2) O’Neal was concerned that White Construction had previously exceeded the boundaries of its existing lease; and (3) White Construction had not been properly accounting for previously mined materials. Martin Marietta wrote back to MacKay on January 7, 2002, urging O’Neal to reconsider its decision with respect to a lease with Martin Marietta. The letter further stated that if negotiations did go forward, Martin Marietta would require a lease of longer duration, and for a more definite term, than the existing lease between O’Neal and White Construction. On January 22, 2002, MacKay responded, reiterating that O’Neal would not enter into a new lease, but offered Martin Marietta the option of assuming the remaining term of the existing lease with White Construction. By letter dated January 28, 2002, Martin Marietta began discussions with O’Neal about assuming the existing White Construction lease, and sought assurances from O’Neal that he did not consider the existing lease to already be in default. It is not clear the extent to which communications continued between Martin Marietta and O’Neal from this point forward. What is undisputed is that Martin Marietta never obtained a new lease arrangement for the O’Neal Quarry. On October 24, 2001, Burnell wrote to Dock Blanchard, attorney for the Clifton family, regarding a new proposed lease for the Clifton Quarry. After speaking with Blanchard on the phone, Burnell sent him a second letter dated November 5, 2001, which made clear that Martin Marietta was interested in a long-term lease of at least ten years, with the option to extend the lease for four additional terms of five years each. In early December 2001, Bur-nell and M. Guy Brooks, III, Martin Marietta’s then-Associate General Counsel, met with the Clifton family and with Blanchard to discuss the lease. On December 14, 2001, Martin Marietta e-mailed a draft lease to Blanchard. It appears that communications ceased for several months between Blanchard and Martin Marietta, and Martin Marietta never received a formal response to its draft lease. Contact was reestablished at some point and on June 28, 2002, Brooks sent another draft lease to Blanchard. In an attached email, Brooks explained to Blanchard that given White Construction’s and Luther White, Sr.’s legal problems, Martin Marietta had not effectuated a purchase of the mining operations, and Martin Marietta was unsure whether White Construction would ever be able to transfer assets to Martin Marietta free and clear of liens. (Doc. 81-12, p. 2). Brooks further explained that Martin Marietta was currently in discussions with White Construction to operate some of the sites, including the Clifton Quarry, whereby Martin Marietta would sublease the sites back to White Construction and/or Limerock Industries to conduct actual mining operations. Id. Brooks made clear to Blanchard that no matter what arrangement Martin Marietta worked out with White Construction and Limerock Industries, Martin Marietta would remain obligated directly to the Clifton family on any lease they executed. Id. The Clifton family rejected the draft lease, and Martin Marietta attempted to communicate with Blanchard over the next several months. It appears that negotiations stalled because the Clifton family was considering selling part of its land to an organization interested in developing a race track. On November 12, 2002, Bur-nell wrote to Blanchard seeking again to finalize a long-term lease, explaining that Martin Marietta had been operating at the Clifton site on a month to month basis since July 1, 2002. It appears that the Cliftons were amenable to the revised lease, and Burnell sent Blanchard a final lease proposal on December 4, 2002. Martin Marietta did not hear back from Blanchard until approximately February 25, 2003. However negotiations stalled again until April 2003. At that time, Martin Marietta learned that the Clifton family was negotiating with other entities who were interested in leasing the quarry. On April 7, 2003, Brooks wrote to Blanchard asking him to update Martin Marietta on whether there was any chance of a lease agreement between the Cliftons and Martin Marietta. Thereafter, Brooks spoke with Blanchard and informed him that Martin Marietta was no longer interested in a long-term lease. Blanchard explained that the Cliftons had received an offer from a third party who would pay a royalty rate of roughly double the rate Martin Marietta offered. On April 14, 2003, Brooks wrote to Blanchard explaining that Martin Marietta could not pay such a high royalty rate, and that Martin Marietta was no longer interested in negotiating with the Cliftons in any respect. On May 12, 2003, the Clifton family executed a seven-year lease and royalty agreement with Steven Counts, Inc., and Martin Marietta vacated the property later that summer. TV. The Cabbage Grove Lease During this same time, representatives from Foley and Martin Marietta met to discuss the possibility of a lease with Martin Marietta for the Cabbage Grove Quarry. Foley’s lease with White Construction and Limerock Industries was scheduled to expire on October 1, 2001, however Foley agreed to extend the lease for an additional six months to April 1, 2002 in order to facilitate negotiations among the various companies. At some point during this process, Martin Marietta determined that White Construction was also a party to some of the Quarry leases, and that a significant portion of the equipment that was to be sold under the terms of the LOI also was owned by White Construction. Martin Marietta became concerned that the purchase of assets from White Construction could be impacted by the company’s on-going criminal proceedings— specifically that there was a risk the State of Florida would seek forfeiture of all or most of White Construction’s assets. When Martin Marietta inquired about the seriousness of the criminal charges, White Construction repeatedly assured Martin Marietta that the charges would soon be resolved via a settlement with the State. Martin Marietta also sought the legal advice of a criminal law attorney. Following this consultation, on March 22, 2002, Martin Marietta advised the Plaintiffs that it wished to go forward with the asset purchase, but would not be able to do so before the existing Cabbage Grove lease expired on April 1, 2002. Instead, Martin Marietta insisted that the purchase be put on hold until after White Construction settled all criminal matters, and the risk of forfeiture was eliminated. In response, White acknowledged the risk of forfeiture, but insisted that it was not likely. However, White and Limerock did nothing to assuage Martin Marietta’s fears other than provide their own opinions on the matter. They also rejected Martin Marietta’s suggestion that White ask the State of Florida for an assurance that the assets sold to Martin Marietta would not be subject to criminal forfeiture. White Construction and Limerock Industries contend that it was their intent to either renew their lease with Foley, or to sell their mining operations to a third party, if Martin Marietta was not going to purchase their assets. Martin Marietta represented to the Plaintiffs that it would still go through with the asset purchase contemplated by the LOI once White Construction’s criminal proceedings were resolved. Martin Marietta also proposed that it execute a lease with Foley for Cabbage Grove, effective April 2, 2002, with the understanding that Martin Marietta’s acquisition of White Construction’s and Limerock Industries’ assets would hopefully proceed once the criminal proceedings concluded. Based on Martin Marietta’s representations that it would go forward with the asset purchase once the criminal proceedings were settled, on April 1, 2002, White Construction, Limerock Industries, and Foley entered into an Extension of Mining Agreement, which extended White Construction’s and Limerock Industries’ Cabbage Grove lease on a day-to-day-basis. The purpose of this agreement was to allow Foley and Martin Marietta sufficient time to negotiate and execute a lease on the quarry. The next day, the Plaintiffs executed an Agreement Regarding Termination of Mining Agreement (the “Termination Agreement”), which immediately terminated their lease "with Foley for Cabbage Grove. The Termination Agreement also extinguished the Plaintiffs’ rights of removal, which provided both companies the right to remain on the Cabbage Grove property for up to 24 months in order to remove their equipment and materials. Immediately after execution of the Termination Agreement, Martin Marietta and Foley entered into a lease for Cabbage Grove, which included minimum annual royalty payments to Foley in the amount of $560,000, regardless of the amount of product mined. Soon thereafter Martin Marietta, White Construction and Limer-ock Industries entered into a sublease agreement whereby the Plaintiffs continued to conduct mining operations at the quarry on a month-to-month basis in exchange for paying Martin Marietta a royalty fee that was substantially equal to the amount Martin Marietta was obligated to pay to Foley. V The Mining Services Agreement Despite White Construction’s representations in early 2002, the company was not able to obtain a quick settlement of its criminal charges, and the ongoing proceedings were having a detrimental effect on White Construction’s financial status. From 2000 through 2002, White was forced to liquidate over $8 million in assets in order to pay mounting legal bills, stay financially afloat, and potentially cover any future assessed criminal penalties. White also put its entire business up for sale, and while several entities expressed interest, White was unable to find a buyer. Against this backdrop, White Construction and Martin Marietta began negotiations for a separate contract, which would provide Martin Marietta with additional mining rights, while also providing the Plaintiffs with an infusion of cash. The Parties ultimately created a lengthy and detailed written contract whereby Martin Marietta would provide the Plaintiffs cash payments in exchange for various mining rights. This Mining Services Agreement (“MSA”) was executed on July 17, 2002, between Martin Marietta’s wholly-owned subsidiary, Martin Marietta Florida, White Construction, Limerock Industries, Luther White, Sr., and Juanita M. White. The MSA provides that the Plaintiffs wished to modernize and expand their mining businesses and obtain a larger distribution network for their products, and that Martin Marietta was willing to enter into an arrangement with them to do so, “but only on the condition that Martin Marietta have exclusive control of all activities relating to the production, sale, and marketing of such products.” (Doc. 44-11, p. 1). The MSA granted Martin Marietta a sublease for each of the three quarries, as well as the right to enter the quarries, to conduct all mining operations, to use all equipment currently located at each quarry, and to market and sell all mined materials. (Doc. 44-11, pp. 2-3, 6, 17). Martin Marietta obtained “absolute discretion and control regarding all aspects of the operations which it conducts” at the quarries, including the right to relocate equipment between quarries, and to modernize and replace existing equipment and related facilities. (Id., pp. 3-4). In the event Martin Marietta decided to release certain equipment from use, (because repairs exceed $1,000 or the equipment had little or no commercial value) the Plaintiffs had twelve (12) months to remove the equipment from a designated storage area. Failure to do so afforded Martin Marietta the right to sell the equipment and distribute the net proceeds to the Plaintiffs, or to cannibalize the equipment for parts. (Id.) In exchange for these rights, Martin Marietta agreed to make several payments to White Construction and Limerock Industries. At the time of the execution of the MSA, Martin Marietta paid to the Plaintiffs approximately $ 2,900,000 in cash for the existing stockpiled limerock inventory, a seven year non-compete agreement executed by the Plaintiffs, and the accrued “goodwill” in both companies. Martin Marietta also agreed to make monthly royalty payments to the Plaintiffs based on the amount of inventory sold and removed from each quarry for the life of the contract. If the total aggregate monthly royalty payments reached $ 3,000,000 before the expiration of the MSA, Martin Marietta would continue to make monthly payments to the Plaintiffs at the lower amount of $.33 per ton of materials sold and removed from the quarries each month. (Doc. 44-11, p. 9). Clearly contemplating the risk of asset forfeiture, the Parties also included a provision in the MSA agreeing that if either White Construction or Limerock Industries suffer a forfeiture judgment under Florida law in connection with the allegations arising under the [Indictment filed against White Construction and other individuals] or any similar or related criminal or civil charges, they will, pursuant to Section 932.703 of the Florida Statutes, or comparable statutes that may be applicable, seek to satisfy that judgment by forfeiting assets other than any assets purchased by Martin Marietta, or to be utilized by Martin Marietta, pursuant to this Agreement. (Doc. 44-11, p. 13). One of the most important terms of the MSA was the “option to purchase” provision. Contrary to the terms of the LOI, which obligated Martin Marietta to purchase the Plaintiffs’ mining equipment and related assets for $15.5 million, the MSA provided Martin Marietta with the option to purchase these items at their fair market value. (Doc. 44-11, p. 20). Martin Marietta could exercise its option rights at any time prior to the end of the MSA’s term, and upon written notice to the Plaintiffs. Once the Parties determined the fair market value, Martin Marietta would be entitled to a credit against the purchase price for all payments previously made to buy White Construction’s and Limerock Industries’ preexisting inventory, non-compete agreement, and goodwill. During the term of the MSA, the Plaintiffs agreed not to negotiate with any third parties for the sale of their assets and equipment, and agreed to give Martin Marietta a thirty day right of first refusal, should a third party make an unsolicited bona fide offer for the items. (I'd). The Parties further agreed that the MSA would expire on the earlier date of: (1) when Martin Marietta had removed all extractable limerock; (2) when the last mining lease expired; or (3) when Martin Marietta exercised its option to purchase! the Plaintiffs’ remaining assets. (Id, p. 17). Martin Marietta also had the complete discretion to terminate the Agreement at any earlier date, upon 90 days written notice. (Id). The MSA also contained the following merger and integration clause: Section 8.3 Entire Agreement; Amendment; Waiver, Severability. This Agreement shall be deemed to have incorporated by reference all of the exhibits referred to herein to the same extent as if they were fully set forth herein. Each reference herein to “the Agreement” or “this Agreement” shall be construed to include each such exhibit. This Agreement and the schedule and exhibits attached hereto represent the entire, understanding and agreement between the parties with respect to the subject matter hereof and supersede any prior agreements and understandings between the parties with respect to that subject matter. This Agreement may not be amended or modified except by a written instrument executed by an officer of [Martin Marietta Florida] and the Designated Representative. (Doc. 44-11, p. 22) White Construction and Limerock Industries were initially opposed to the option to purchase provision, and explained to Martin Marietta that this term was contrary to the LOI’s provisions which mandated that Martin Marietta buy these assets for $15.5 million. In response, Guy Brooks and Charles Burnell of Martin Marietta made it clear that this was the only arrangement it could make at this point in time, and that Martin Marietta’s attorneys required the addition of the option to purchase provision in the MSA in order to insulate the company from any forfeiture risks. White Construction and Limerock Industries contend that Martin Marietta also repeatedly assured them that the MSA was merely an interim agreement that would cease to exist once the criminal proceedings ended, and that Martin Marietta would then close on its purchase of the mining operations and assets under the terms set forth in the LOI. White Construction and Limerock Industries further represent that they relied heavily on these statements when deciding to enter into the MSA. Martin Marietta, however, contends that it never made any such statements, but instead told the companies that if White Construction could settle its criminal proceedings, that Martin Marietta hoped it could negotiate a future purchase of the assets under new terms. It is undisputed, however, that the negotiations for the MSA were conducted at arms-length, with legal representation on both sides. IV Post MSA Events Martin Marietta, White and Limerock operated under the terms of the MSA without incident for two years. On July 16, 2003, after it was clear that Martin Marietta was not going to be able to obtain new leases on the Clifton and O’Neal sites, representatives from Martin Marietta met in Gainesville, Florida, with Luther White. Sr., Stephen Pomeroy, Comptroller of White Construction, and Stan Cushman, attorney for White Construction and Lim-erock Industries. During the meeting, the Parties discussed the impact of the two expired mining leases on the continued viability of the MSA. It was the Plaintiffs’ position that without the Clifton and O’Neal leases, the original intent of the MSA could no longer be satisfied. In a letter dated July 24, 2003, Cushman wrote to Brooks, asking whether, in light of these changed circumstances, Martin Marietta would be willing to renegotiate the MSA. (Doc. 99-13). Brooks responded by letter dated August 1, 2003. (Doc. 99-14). In the letter, Brooks emphasized Martin Marietta’s rights under the MSA to operate and relocate all equipment at the Clifton and O’Neal quarries, and reminded Cushman that Martin Marietta intended to relocate the equipment to the Cabbage Grove site. Brooks also specified to Cushman that the deal contemplated in the LOI did not go through because of White Construction’s pending criminal matters, and that the Parties instead negotiated and executed the MSA. With respect to the MSA, Brooks stated that the option to purchase the remaining assets at the three quarries “was, and is, merely an option, and not an obligation, of Martin Marietta to purchase these remaining assets. Of course, as time goes by, these assets have become fewer and fewer as equipment has aged, etc.” (Doc. 99-14, p. 2). Brooks also made clear to Cushman that the loss of the Clifton and O’Neal mining leases did not change the intent or operation of the MSA because the Cabbage Grove assets and quarry were always the main focus of Martin Marietta and the MSA. Brooks also expressed the opinion that Martin Marietta did not “lose” either of the two leases — rather, the leases merely expired under their original terms when the owners of both quarries refused to do business with Martin Marietta. Brooks closed his letter by stating that Martin Marietta believed that the original intent of the MSA has been and continues to be met, but that Martin Marietta would be open to entertaining any proposals the Plaintiffs came up with. A copy of the letter was sent to Luther White, Sr. and Steven Pomeroy. It does not appear that the Parties engaged in any negotiations to revise the MSA. On July 14, 2004, Luther WTiite Sr. notified Martin Marietta that the criminal proceedings against White Construction had been settled, and that both White Construction and Limerock Industries wished to go forward with Martin Marietta’s purchase of their assets under the terms and conditions set forth in the LOI. By this time, however, conditions had changed — in addition to the expired leases on the Clifton and O’Neal Quarries, the company had lost the ability to sell limerock to White Construction, (a potentially significant customer), due to the fact that White Construction was now barred from any road construction work in Florida, and the value of the assets which were the focus of the LOI had depreciated in value. As a result, Martin Marietta refused to go forward with the asset purchase, and White Construction and Limer-ock Industries initiated this action. Summary Judgment Standard Pursuant to Federal Rule of Civil Procedure 56(c), the entry of summary judgment is appropriate only when the Court is satisfied 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.” In applying this standard, the Court must examine the pleadings, depositions, answers to interrogatories, and admissions on file, together with any affidavits and other evidence in the record “in the light most favorable to the nonmoving party.” Samples on Behalf of Samples v. Atlanta, 846 F.2d 1328, 1330 (11th Cir.1988). As the Supreme Court held in Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986), the moving party bears the initial burden of establishing the nonexistence of a triable issue of fact. If the movant is successful on this score, the burden of production shifts to the non-moving party who must then come forward with “sufficient evidence of every element that he or she must prove.” Rollins v. TechSouth, 833 F.2d 1525, 1528 (11th Cir.1987). The non-moving party may not simply rest on the pleadings, but must use affidavits, depositions, answers to interrogatories, or other admissible evidence to demonstrate that a material fact issue remains to be tried. Discussion The Plaintiffs’ Third Amended Complaint consists of twelve state law claims alleged against both Defendants: (1) Count I — breach of contract for breach of the LOI; (2) Count II — breach of fiduciary duty; (3) Count III — fraud in the inducement regarding the MSA; (4) Count IV— breach of the Defendants’ implied duty of good faith, and fair dealing with respect to the MSA; (5) Count V — breach of contract for breach of the MSA; (6) Count VI— unjust enrichment; (7) Count VII — promissory estoppel; (8) Count VIII — quantum meruit; (9) Count IX — breach of oral contract regarding the Cabbage Grove Termination Agreement; (10) Count X — fraud in the inducement regarding the Termination Agreement; (11) Count XI — tortious interference with an advantageous business relationship; and (12) Count XII — civil theft. The Parties agree that Florida law applies to each count, and the Defendants have moved for summary judgment on all claims. I. Count One: Breach of Contract — The Letter of Intent Count I of the Third Amended Complaint is a breach of contract claim focusing on the LOI. The Plaintiffs allege that the LOI is a binding and enforceable contract, either by its plain terms or by the subsequent actions of all Parties, that they partially performed under the LOI when they facilitated Martin Marietta’s negotiation of a lease with Foley, and that Martin Marietta breached the LOI when it failed to purchase the assets listed in the LOI for $15.5 million. (Doc. 44, ¶¶ 48-56). It is clear that Martin Marietta never purchased the Plaintiffs’ assets for $15.5 million, therefore there is no real question on the issue of a breach. This claim instead rests solely on a determination of whether or not the LOI, which by its very terms states that it is not a binding or enforceable contract, can, in fact, be deemed as such. Based on the applicable law and the undisputed facts of this case, the Court concludes that it cannot. Both sides first focus on the terms of the LOI itself — specifically the level of detail contained in the letter. Martin Marietta argues that the LOI was preliminary in nature and did not contain certain definitive contract terms, while White Construction and Limerock Industries contend that all essential terms were set forth in the LOI. By focusing on the level of specificity required to create a contract, the Parties ignore the primary, threshold issue concerning whether the Parties intended for the LOI to create a binding legal obligation. Unless the Parties intended to be bound by the LOI, they did not enter into a contract to pursue the contemplated sale of the mining equipment and assets, regardless of the level of detail set forth in the LOI. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir.1991). As explained by the Eleventh Circuit in Doll: Every possible provision of a contemplated [contract] may be discussed and agreed upon, but unless the parties intend that these discussions be binding, no contract has been formed. When the parties express their intention to be bound and they specify the basic terms of the lease, the courts will enforce the contract, ... to avoid frustrating the parties’ original intent. When such indications of intent are absent or are explicitly disavowed, however, the justification for enforcing the proposed [contract] is wholly absent. The court does not address the terms of the proposed [contract] until it has satisfied itself that the parties did indeed intend to be bound. Id. at 1368-69. The question of whether the Parties intended to form a binding contract is determined by examining the language of the LOI, as well as the surrounding circumstances. Midtown Realty, Inc. v. Hussain, 712 So.2d 1249, 1251-52 (Fla. 3d DCA 1998). In this case, the document in question, the LOI, literally does nothing more than set forth an agreement to agree in the future, pending the outcome of various negotiations, due diligence investigations, and other conditions precedent, including the creation of a more detailed “definitive contract.” In fact, the LOI goes so far as to provide that any party “may terminate this letter of intent or the negotiations resulting from it, merely by giving written notice to the other.” (Doc. 44-2, p. 5). Further, the very first page of the LOI specifically and expressly disavows any intent to be bound or to create any legal obligation to conclude the asset purchase transaction under any terms or conditions, short of execution of a legally binding agreement, (Id., p. 1). This falls far short of an enforceable contract. See Ocala Cooperage Co. v. Florida Cooperage Co., 59 Fla. 390, 394, 52 So. 13 (1910) (“but where it appears that the parties, or either of them, intended that the contract should be reduced to writing, so that its terms would be fully understood and definitely stated in the writing, the contract will not be regarded as complete or binding until it is reduced to writing and acquiesced by both parties.”); Club Eden Roc, Inc. v. Tripmasters, Inc., 471 So.2d 1322, 1324 (Fla. 3d DCA 1985) (“Where the parties intend that there will be no binding contract until the negotiations are reduced to a formal writing, there is no contract until that time.”). Cf. Citizens Bank of Perry v. Harlie Lynch Construction Co., 426 So.2d 52 (Fla. 1st DCA 1983) (court looked at terms of the written documents to see if there was any language evidencing an intent not to be bound, in the absence of such language, documents created an enforceable contract). White Construction and Limerock Industries, however, contend that the actions of all Parties following the creation of the LOI evidence an intent to be bound, and transformed what was originally a non-binding document into an enforceable contract. See Lifecare International, Inc. v. CD Medical, Inc., 68 F.3d 429, 436 (11th Cir.1995) (“Simply because the parties contemplated the drafting of a subsequent formal, written contract, does not denote that they did not intend to be bound immediately by their oral or written negotiations.”); Eastern Air Lines, Inc. v. Mobil Oil Corp., 564 F.Supp. 1131, 1145 (S.D.Fla.1983) (“If parties so intend, a contract is binding from the time it is made even though the parties also agree that a formal writing embodying its provisions will subsequently be prepared.”). They point to the following events: (1) the Plaintiffs partially performed under the LOI by terminating their lease rights for the Cabbage Grove quarry, thereby facilitating the negotiation of the Cabbage Grove lease in Martin Marietta’s own name; (2) Martin Marietta accepted the Plaintiffs’ performance by executing a lease for Cabbage Grove; (3) Martin Marietta repeatedly promised it would go forward with the asset purchase transaction once White Construction’s criminal proceedings were resolved; (4) Martin Marietta represented to the owners of the Clifton and O’Neal quarries that White Construction and Limerock Industries had agreed to sell their mining equipment and assets to Martin Marietta; (5) Martin Marietta prepared agreements and instruments contemplated by the LOI; and (6) the LOI prohibited Limerock Industries' from negotiating with third parties for the sale of its assets and mining equipment from September 27, 2001 through March 1, 2002. The Court concludes, as a matter of law, that these events cannot defeat the parties’ clear and unambiguous expression of their intent not to be bound in the absence of a formal written agreement. The LOI makes clear that the Parties contemplated future negotiations leading to a formal written contract, and the circumstances the Plaintiffs point to do not change this fact. The statements by Martin Marietta to the owners of the Clifton and O’Neal Quarries do not state that a contract has been entered into — only that White Construction and Limerock Industries have agreed to sell some of their assets — and do not contradict the plain terms of the LOI. Moreover, the Plaintiffs’ reference to Martin Marietta’s preparation of various agreements and instruments contemplated by the LOI only reinforces its nonbinding nature — it is undisputed that numerous drafts of an asset purchase agreement were sent back and forth between the Parties over the months following the creation of the LOI. See LaFarge North America, Inc. v. Matraco Colorado, Inc., No. 07-80112-CIV, 2008 WL 2277503 (S.D.Fla. May 30, 2008) (holding that numerous oral communications, commitment of substantial time and financial resources, including payment of advance management fee of $200,000, as well as counter-defendant’s frequent reference to counter-plaintiff as its “partner,” do not create an inference of a binding agreement, where a letter of intent exists clearly stating that it is not binding). The Plaintiffs’ reliance on Martin Marietta’s oral promises to go forward with the sale once the criminal proceedings were resolved also does not change the meaning and enforceability of the LOI. These promises were purely conditional in nature, and once again reinforce that there was no binding agreement. It is undisputed that Martin Marietta would not complete the purchase transaction unless and until White Construction’s criminal proceedings concluded, and the risk of forfeiture ceased to exist. Until these conditions precedent occurred, no deal would be consummated, and therefore there was no intent to be bound. See Doll, 925 F.2d at 1367-69 (promises by defendant that it had every intention of finalizing a lease once it was drafted, approved and signed by both parties was conditional in nature and did not make letter of intent a binding contract). White Construction’s and Limerock Industries’ claims of partial performance also do not make the LOI a binding contract in light of the express terms of the LOI stating that the Parties did not intent to be bound until after due diligence was completed and a definitive contract was executed. See Club Eden Roc, 471 So.2d at 1323-24 (alleged partial payment based on memorandum of intent did not create binding contract where memorandum was clear that no rights or obligations would arise until the execution of an agreement containing all terms and conditions); Doll, 925 F.2d at 1363-69 (actions taken in reliance on letter of intent as well as oral expressions of intent to complete transaction, did not make letter binding and enforceable where parties expressed clear intent not to be bound absent formal written document); Lafarge North America, Inc. 2008 WL 2277503 at * 5 (same). Further, it is undisputed that this “partial performance” did not take place until April 1, 2002, well after the LOI expired by its own terms, and after Martin Marietta made clear that it would not finalize the deal until White Construction’s criminal proceedings concluded. There is also evidence in the record suggesting that the Plaintiffs understood that the LOI was not enforceable. Stephen Pomeroy testified at his deposition that the LOI was non-binding on either party, was “just one step in the total relationship that was both oral and written,” and did not fully reflect the intent of the parties in terms of what they had agreed to. Pomeroy further testified that during the course of White Construction’s settlement discussions with the State of Florida, White Construction deliberately did not mention Martin Marietta’s future purchase of the mining equipment and assets because “[w]e didn’t have a contract,” but only had a letter of intent In addition, John Reid, legal counsel for both Plaintiffs, and the attorney who assisted in the drafting and execution of the MSA, testified that the LOI was a nonbinding document that was intended to be followed by a definitive contract. The Court is also persuaded by the fact that the proposal set forth in the LOI dealt with the sale of mining assets and the operation of mining facilities at various quarries, a complex situation that includes environmental concerns, the attainment of licenses and contracts with third parties, and the exchange of a large sum of money, among other things. Under these circumstances, it is more than reasonable to conclude that the Parties did not intend to be bound by the LOI. See Midtown Realty, 712 So.2d at 1252; Lafarge North America, 2008 WL 2277503 at * 5. Even if the Court were to conclude that these circumstances demonstrated a mutual intent to be bound by the terms of the LOI (or at least created a genuine issue of material fact), there is one other subsequent event which defeats the Plaintiffs’ claim. On July 17, 2002, the Parties entered into a comprehensive, detailed, and enforceable written agreement, which expressly covers Martin Marietta’s operation of the three quarries, as well as its purchase of the mining assets — the same transactions contemplated under the terms of the LOI. For example, the MSA provides that Martin Marietta now has the option to purchase these assets and equipment, at their fair market value, at some future point in time, and at Martin Marietta’s discretion. The MSA also provides that Martin Marietta has the complete discretion and authority to operate the mining facilities at each of the three quarries, including the use, repair, and replacement of the equipment at each quarry. These express terms, which were the product of an arms-length negotiation process with legal representation on both sides, are valid, enforceable, and discharge any claims based on the LOI. More importantly, the MSA contains a merger and integration clause specifically providing that all prior agreements and understanding concerning the subject matter of the MSA are superseded by the MSA itself. See Aly Handbags, Inc. v. Rosenfeld, 334 So.2d 124, 126 (Fla. 3d DCA 1976) (“The well established rule of law is that a contract may be discharged or extinguished by merger into a later contract entered into between the parties in respect to the same subject which replaces the original contract.”). See also In re Estate of Shore, 605 So.2d 951 (Fla. 4th DCA 1992); Topp, Inc. v. Uniden American Corp., 483 F.Supp.2d 1187, 1218-19 (S.D.Fla.2007). Summary judgment shall be granted as to Count I. II. Count Two: Breach of Fiduciary Duty The Plaintiffs’ second claim is based on a theory that a fiduciary relationship was created between the Parties when they executed the MSA. (Doc. 44, ¶¶ 58-60). More specifically, White Construction and Limerock Industries contend that pursuant to the MSA, Martin Marietta assumed managerial duties for all three quarries, thereby creating a fiduciary duty to perform its management functions so that the Plaintiffs would not be harmed, and breached its duties by: (1) failing to negotiate new leases for the Clifton and O’Neal quarries; and (2) failing to appropriately operate, repair, and maintain the mining equipment at these quarries. (Doc. 101, pp. 14-15). “A fiduciary relationship is based on trust and confidence between the parties where ‘confidence is reposed by one party and a trust accepted by the other ... ’.” Taylor Woodrow Homes Fla., Inc. v. 446-A Corp., 850 So.2d 536, 540 (Fla. 5th DCA 2003) (quoting Quinn v. Phipps, 93 Fla. 805, 113 So. 419, 421 (1927)); see also Doe v. Evans, 814 So.2d 370, 374 (Fla.2002). To state a claim for breach of a fiduciary relationship, “a party must allege some degree of dependency on one side and some degree of undertaking on the other side to advise, counsel, and protect the weaker party.” Watkins v. NCNB Nat. Bank of Fla., N.A., 622 So.2d 1063, 1065 (Fla. 3d DCA 1993) (quoting Bankest Imports, Inc. v. ISCA Corp., 717 F.Supp. 1537 1541 (S.D.Fla.1989)). “The fact that one party places trust or confidence in the other does not create a confidential [or fiduciary] relationship in the absence of some recognition, acceptance or undertaking of the duties of a fiduciary on the part of the other party.” American Honda Motor Co., Inc. v. Motorcycle Information Network, Inc., 390 F.Supp.2d 1170, 1179 (M.D.Fla.2005). White Construction and Limerock Industries can establish a fiduciary relationship either by demonstrating the existence of an express contract or submitting facts upon which such a relationship can be implied in law. It is undisputed that there is no express contract creating a fiduciary relationship between the Parties. And there is also no material issue of fact concerning the existence of an implied in law relationship. White Construction and Limerock Industries hang their hat on the MSA itself, arguing that its terms created a fiduciary relationship. However, there is nothing in the MSA that makes Martin Marietta a fiduciary of either company, nor is there anything in the contract demonstrating a placement of the Plaintiffs’ confidence in Martin Marietta and/or Martin Marietta’s acceptance of their trust. There is also no evidence before the Court establishing that the Plaintiffs were the weaker parties during the creation of the MSA, and/or dependent on Martin Marietta to advise, counsel, or protect them. To the contrary, it is undisputed that all negotiations concerning the formation and execution of the MSA were conducted at arms-length, with each company utilizing the advice of its own legal counsel. “When parties are dealing at arm’s length, a fiduciary relationship does not exist because there is no duty imposed on either party to protect or benefit the other.” Taylor Woodrow Homes, 850 So.2d at 541. See also Argonaut Development Group, Inc. v. SWH Funding Corp., 150 F.Supp.2d 1357, 1363 (S.D.Fla.2001) (“there is no case law which suggests a fiduciary duty arises between arms-length parties to a proposed contract.”). White Construction and Limerock Industries attempt to avoid the arms-length issue by arguing that “[w]hile the parties may have been dealing at arms length ‘when they entered into’ the MSA, the fiduciary duty arose thereafter precisely by virtue of the terms of the MSA and the nature of the relationship of the parties.” (Doc. 101, p. 15). In other words, the Plaintiffs admit that the fiduciary relationship is contract-based. It is the law of Florida that “a cause of action for breach of fiduciary duty will not lie where the claim of breach is dependent upon the existence of a contractual relationship between the parties .... This is true because the duty is owed only as a result of the existence of the contract.” Excess Risk Underwriters, Inc. v. Lafayette Life Ins. Co., 208 F.Supp.2d 1310, 1316 (S.D.Fla.2002). See also Detwiler v. Bank of Central Florida, 736 So.2d 757, 759 (Fla. 5th DCA 1999); Greenfield v. Manor Care, Inc., 705 So.2d 926, 932 (Fla. 4th DCA 1997). Because it is undisputed that Martin Marietta’s alleged fiduciary relationship with White Construction and Limerock Industries is necessarily dependent on the contractual relationship between the parties, summary judgment is appropriate on this claim. III. Count Three: Fraud in the Inducement — The Mining Services Agreement The Plaintiffs’ third claim alleges that Martin Marietta fraudulently induced them to enter into the MSA: (1) when Martin Marietta falsely represented that the MSA was only an interim agreement until White Construction’s criminal proceedings ended, at which time Martin Marietta would purchase the remaining assets under the terms of the LOI; and (2) when Martin Marietta falsely stated it would properly manage the Clifton and O’Neal Quarries. Both Plaintiffs contend that they reasonably relied on these false statements when they entered into the MSA and, as a result, suffered the loss of all three quarries, as well as the revenues they would have generated from the sale of limestone mined from the quarries. (Doe. 44, ¶¶ 63-67). In order to recover on a claim for fraudulent inducement, a plaintiff must prove by the greater weight of the evidence that: (1) a false statement was made regarding a material fact; (2) the individual who made the statement knew or should have known that it was false; (3) the maker intended that the other party rely on the statement; and (4) the other party justifiably relied on the statement to its detriment. Biscayne Inv. Group, Ltd. v. Guarantee Management, 903 So.2d 251, 255 (Fla. 3d DCA 2005). See also, Johnson Enterprises of Jacksonville, Inc. v. FPL Group, Inc., 162 F.3d 1290, 1315 (11th Cir.1998) Taylor Woodrow Homes, 850 So.2d at 542; Lance v. Wade, 457 So.2d 1008 (Fla.1984). Martin Marietta challenges the first and fourth elements of this claim. Martin Marietta first argues that there is no record evidence establishing that it ever unequivocally told White Construction or Limerock Industries that it would purchase their assets for $15.5 million upon the conclusion of White Construction’s criminal proceedings if they executed the MSA. Taking all of the facts in the light most favorable to the Plaintiffs, the Court disagrees. White Construction and Limerock Industries have provided deposition testimony from Stephen Pomeroy that Martin Marietta did, in fact, make such a representation. There is also deposition testimony from various Martin Marietta officials that at least some sort of representation concerning the possibility of purchasing the mining equipment and other assets was made prior to the execution of the MSA. This testimony is sufficient to create material issue of fact as to the first element of the Plaintiffs’ claim. Martin Marietta also contends that the Plaintiffs were not justified in their reliance on the alleged misrepresentations. “The law is clear that reliance by a party claiming fraud must be reasonable and justified under the circumstances.” Smith v. Mellon Bank, 957 F.2d 856, 858 (11th Cir.1992). For if the recipient “knows that it [the statement] is false or its falsity is obvious to him,” his reliance is improper, and there can be no cause of action for fraudulent misrepresentation. M/I Schottenstein Homes, Inc. v. Azam, 813 So.2d 91, 94-95 (Fla.2002) (quoting Besett v. Basnett, 389 So.2d 995, 997 (Fla.1980)). Moreover, “[a] party cannot recover in fraud for alleged oral misrepresentations that are adequately covered or expressly contradicted in a later written contract.” Mac-Gray Services, Inc. v. DeGeorge, 913 So.2d 630, 634 (Fla. 4th DCA 2005). See also Tissuenet Custom Applications LLC v. Blood & Tissue Center of Central Texas, No. 6:05-cv-1931-Orl-31 KRS, 2006 WL 1528877 (M.D.Fla. June 1, 2006) (stating same); Eclipse Medical, Inc. v. American Hydro-Surgical Instruments, Inc., 262 F.Supp.2d 1334, 1342 (S.D.Fla.1999) (“reliance on fraudulent representations is unreasonable as a matter of law where the alleged misrepresentations contradict the express terms of the ensuing written agreement.”) (internal citations omitted). Section 7.13 of the MSA expressly provides that during the term of the Agreement, Martin Marietta shall have the option and right to purchase the assets of White Construction and Limerock Industries at their fair market value. (Doc. 44-11, p. 20). Section 7.6 provides that the term of the MSA shall continue until either (1) Martin Marietta has extracted and removed from each quarry all of the materials which Martin Marietta, in its sole and absolute discretion determines can be extracted and removed; or (2) the applicable mining lease for each quarry terminates. The MSA further provides that Martin Marietta has the sole right to terminate all or part of the Agreement, at any earlier date, simply upon 90 days written notice. (Doc. 44-11, p. 17). The only reasonable reading of these provisions of the MSA is that Martin Marietta had the sole discretion and authority to determine when the MSA would terminate, as well as if, and when, it would purchase the remaining assets from the Plaintiffs at their fair market value. Both the duration of the MSA and Martin Marietta’s discretion to purchase the assets are specifically addressed in clear terms in the MSA; terms which omit any mention of an obligation on the part of Martin Marietta to purchase the assets at a set price, or to terminate the MSA upon the conclusion of White Construction’s criminal proceedings. The alleged oral representations by Martin Marietta that it would terminate the MSA and purchase the equipment and assets for $15.5 million once White Construction resolved its criminal case are thus, at the very least adequately addressed, if not specifically contradicted, by the language of the MSA. Therefore, the Plaintiffs cannot justifiably rely on those representations as a basis for its claim. See Tissuenet Custom Applications, 2006 WL 1528877 at *4-5; Zacearia v. Allstate Ins. Co., No. 97-1637-Civ-T-17E, 1997 WL 875777 at *3-4 (M.D.Fla. Nov.14, 1997); Mac-Gray Services, 913 So.2d at 634; Englezios v. Batmasian, 593 So.2d 1077, 1078 (Fla. 4th DCA 1992); Topp, Inc. v. Uniden America Corp., 513 F.Supp.2d 1345, 1350 (S.D.Fla.2007). While not entirely clear, it appears that the Plaintiffs are arguing in the alternative that the terms of the MSA do not contradict the alleged oral representations of Martin Marietta concerning its purchase of the mining equipment and assets, but that the MSA is merely silent on this issue. Although the Court has already determined as matter of law that contradictory language exists, even if the MSA was silent as to Martin Marietta’s purchase of the equipment and assets, White Construction’s and Limerock Industries’ fraudulent inducement claim would still fail. See SEB S.A. v. Sunbeam Corp., 148 Fed.Appx. 774, 798 (11th Cir.2005) (“Florida law consistently recognizes that a basic tenet of contract law [is] that reliance on representations by a contracting party in a suit based on the contract is unreasonable where the representations are not contained in the subsequent written agreement between the parties.”) (citing Barnes v. Burger King Corp., 932 F.Supp. 1420, 1428 (S.D.Fla.1996)). See also Cibran Enterprises, Inc. v. BP Products North America, Inc., 365 F.Supp.2d 1241, 1253 (S.D.Fla.2005) (it was unreasonable for the plaintiff to rely on an oral promise when the subsequent written contract was silent and expressly required that all promises and agreements must be reduced to writing); Eclipse Medical, 262 F.Supp.2d at 1342 (“Indeed, fraudulent inducement claims will fail even where the subsequent contract simply says nothing about the allegedly false promise.”); Schubot v. McDonalds Corp., 757 F.Supp. 1351, 1356 (S.D.Fla.1990) (“Any reliance on the defendants’ alleged misrepresentations is unreasonable because the statements were not contained in the subsequent, written agreement.”). “Courts have also held that a party could not rely justifiably on representations not contained in the contract where the party helped draft the agreement and relinquished opportunities to reduce the representations to writing.” SEB S.A., 148 Fed.Appx. at 798. See also Johnson Enters, of Jacksonville, 162 F.3d at 1315 (affirming judgment as a matter of law against plaintiff claiming fraudulent inducement based on oral representation where plaintiff participated in drafting of subsequent written contract and had the opportunity to add terms he considered essential). This is precisely what happened here. It is undisputed that representatives from White Construction and Limerock Industries participated in the negotiation and drafting of the MSA, and initially objected to the inclusion of the option to purchase provision. Despite these initial objections, as well as Martin Marietta’s explicit refusal to include any terms obligating it to purchase the equipment and assets for $15.5 million, White Construction and Limerock Industries executed the MSA, which contained both the option to purchase provision, as well as a clear and express merger clause. See 3 P.M. Inc. v. Basic Four Corp., 591 F.Supp. 1350, 1367 (E.D.Mich.1984) (Plaintiffs reli-anee on an oral statement unreasonable after the defendant had expressly refused to include a similar provision in the contract). Summary judgment in favor of Martin Marietta is warranted on this claim. IV. Count Four: Breach of Implied Duty of Good Faith and Fair Dealing The Plaintiffs’ next claim again focuses on the MSA, and alleges that Martin Mar