This section contains the nature of the case and procedural background.

D had distributed Pepsi products for approximately 30 years. That relationship started as an oral agreement. In May of 1996, Buster Metz died. On June 12, 1997, D wrote a letter to Dorothy Metz, Buster's widow, stating: We believe that our oral agreement is terminable at will and that competitive circumstances and business necessities dictate termination of the distribution arrangement. . . .It is our intention to accomplish the transfer to direct distribution on October 1, 1997[.] The original agreement was oral and was indefinite in terms of its duration. In 1990, the parties had begun discussing a written agreement. This attempt failed. D sought an agreement that was significantly longer in duration than that proposed by P. In 1992-1994 they again tried to negotiate a written contract. P insisted on a limited three-year contract with no right of renewal. D continued to seek a longer agreement with a provision that any agreement could only be terminated for cause. P often expressed dissatisfaction with D's performance and indicated that the failure to correct D’s performance would result in the termination of the oral agreement. P terminated the relationship in October of 1997, and P took over the direct distribution of Pepsi products in northeast Wyoming. P filed a declaratory action seeking a resolution of the relationship. D filed a counterclaim asserting breach of contract, fraud, unjust enrichment, promissory estoppel, and a claim seeking an accounting. The district court granted summary judgment against D on D's breach of contract, fraud, and unjust enrichment claims. D appealed. P claims that any contract which existed was terminable at will by either party and was unenforceable or limited because of the statute of frauds and the fact that the agreement had no specific duration. D contends there was a valid enforceable contract that was only terminable for cause and that P breached its agreement by simply terminating the contract without cause.

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