GOLDEN, Justice.
Mr. and Mrs. Philip H. Lavoie d/b/a Daisy Laundry (Lavoies) sued Safecare Health Services, Inc. d/b/a Lander Valley Regional Medical Center and Pine Ridge Hospital (Safecare) for damages for Safecare’s alleged breach of an oral contract under which Lavoies would clean Safecare’s laundry for three years. In their complaint, Lavoies asserted claims of breach of contract, promissory estoppel, fraud, and breach of an implied covenant of good faith and fair dealing. The trial court granted summary judgment for Safecare and dismissed the complaint. This appeal presents a classic legal problem of contract formation.
Lavoies raise these issues:1
1. Did the district court err in adjudicating material facts in a summary judgment proceeding?
2. Did the district court err in determining there were not genuine issues of material fact in this case?
3. Did the district court err in holding that the appellant’s breach of contract claim is barred by the statute of frauds?
4. Did the district court err in holding that the claim for promissory estoppel is barred by the statute of frauds?
5. Did the district court err in granting summary judgment on the Lavoies’ fraud claim?
Safecare restates the issues in this way:
I. Whether the statute of frauds bars the Lavoies’ claim for breach of contract
II. Whether the theory of promissory estoppel could circumvent the statute of frauds under circumstances established by Mr. Lavoie’s own testimony
[241]*241III. Whether the Lavoies’ fraud claim was barred because they expected a written contract
IV. Whether the Lavoies’ fraud claim was barred by their inability to offer any clear and convincing evidence of intent to defraud
V. Whether an independent claim for bad faith can survive the dismissal of the underlying breach of contract claim in a case that does not involve an insurance policy
We affirm.
STANDARD OF REVIEW IN SUMMARY JUDGMENT
This court’s standard of review of summary judgment is:
When a motion for summary judgment is before the supreme court, we have exactly the same duty as the district judge; and, if there is a complete record before us, we have exactly the same material as did he. We must follow the same standards. The propriety of granting a motion for summary judgment depends upon the correctness of a court’s dual findings that there is no genuine issue as to any material fact and that the prevailing party is entitled to judgment as a matter of law. This court looks at the record from the viewpoint most favorable to the party opposing the motion, giving to him all favorable inferences to be drawn from the facts contained in affidavits, depositions and other proper material appearing in the record.
Roth v. First Sec. Bank of Rock Springs, 684 P.2d 93, 95 (1984) (quoting Reno Livestock Corp. v. Sun Oil Co. (Delaware), 638 P.2d 147, 150 (Wyo.1981)).
This court further said:
A summary judgment should only be granted where it is clear that there are no issues of material facts involved and that an inquiry into the facts is unnecessary to clarify the application of law. A material fact is one which has legal significance. It is a fact which would establish a defense. After the movant establishes a prima facie case the burden of proof shifts to the opposing party who must show a genuine issue of material fact, or come forward with competent evidence of specific facts countering the facts presented by the movant. The burden is then on the nonmoving party to show specific facts as opposed to general allegations. The material presented must be admissible evidence at trial. Conclusory statements are not admissible. We give the party defending the motion the benefit of any reasonable doubt. If the evidence is subject to conflicting interpretations or if reasonable minds might differ, summary judgment is improper.
Roth, 684 P.2d at 95 (citations omitted).
In a summary judgment context, we will not disturb the trial court’s judgment if it is sustainable on any theory. DeWald v. State, 719 P.2d 643, 650-51 (Wyo.1986).
FACTS
In keeping with our standard of review, our statement of facts is drawn largely, if not exclusively, from Mr. Lavoie’s deposition transcript and his subsequent affidavit, together with the various exhibits identified and discussed in his deposition.
Safecare supported its summary judgment motion with portions of the transcripts of the depositions of Mr. Lavoie and exhibits from his deposition; Mike Ockin-ga, Safecare’s comptroller; and Don Pier-son, Safecare’s plant manager and head of maintenance. Lavoies countered with the entire transcript of Mr. Lavoie’s deposition and exhibits; Mr. Lavoie’s affidavit; and affidavits of Mike Kaker and Loretta Rickey, former Safecare employees.
In 1988, Safecare, whose hospitals are in Fremont County, was in the final year of a written three year laundry services contract with Steiner Corporation whose facility was in Casper. In casual conversation between Lavoie and David Elling, an insurance salesman whose client was Safecare, Lavoie approved of Elling’s asking Safe-care whether it would be interested in having the Lavoies do Safecare’s laundry. Ell-ing later called Lavoie, telling him Safecare was interested and to call Ockinga.
[242]*242In late April, 1988, Lavoie called Ockinga to arrange a meeting. On April 29, 1988, the two met in Ockinga’s office. At that meeting Lavoie said he was interested in doing Safecare’s laundry and that could remodel his facility to handle the job. Oc-kinga expressed interest and asked Lavoie to send a written proposal to Dave Brown, administrator of Safecare’s Lander Valley Regional Medical Center; Hugh Simcoe, administrator of Safecare’s Pine Ridge Hospital; and Ockinga. Lavoie submitted his written proposal by identical cover letters dated May 3, 1988, addressed to Brown and Ockinga. In his cover letter Lavoie said, “We now have the capability to handle all of”. Safecare’s laundry and drycleaning needs. In the written proposal itself, Lavoie said nothing about remodeling his facility, buying and installing new equipment, and obtaining approval from the state health department. Rather, La-voie proposed, among other things,2 that he would meet and comply with all state regulations and would do laundry for twenty-seven cents a pound for three years.
On. May 9, 1988, Lavoie met again with Ockinga to discuss Lavoie’s written proposal. Ockinga said he was pleased with the proposal. Lavoie said he would meet with his banker to tell him what was going on, meet with his accountant to do the proper paperwork, and meet again with his banker to obtain a loan to remodel his facility, and then apprise Ockinga of the outcome.
Upon leaving Ockinga’s office, Lavoie went to see his banker, Charles Krebs. Lavoie told him about his opportunity to do Safecare’s laundry and that he would be meeting with his accountant to prepare the necessary documents to apply for a loan.
Next, Lavoie contacted equipment- vendors and obtained prices on the equipment he would need in his remodeled facility. He then met with his accountant, Dave Prina, and they worked on a loan proposal which culminated in a loan proposal letter dated May 20, 1988, which they submitted to Lavoie’s banker, Krebs.
In Lavoie’s May 20 loan proposal letter to Krebs, Lavoie set forth a proposal to expand his existing business. After stating a history of his business, he recited his basic proposal underlying his request for a $30,000 loan:
1. First Wyoming Bank commit to Section I — costs to remodel existing building (refer to Exhibit D) of approximately $3,900.00. Then the owner, Phil Lavoie, will have the State of Wyoming issue a preliminary certification for commercial laundry. This work needs to be completed by June 15, 1988.
2. Owner, Phil Lavoie, then will go to Board of Lander Valley Regional Medial Center to show state certification of facilities and ask for a signed contract. The first Wyoming Bank will also need to commit to the balance of the costs of approximately $27,000.00 (Total costs [243]*243$30,801.57 minus the $3,900.00 in number 1 above.)
3. If contract is obtained and the balance of the project monies are received, then the commercial laundry facilities should be operational by August 15, 1988.
The first monthly payment on the new note at First Wyoming Bank should commence in September, 1988. All other existing debt payments are made timely during the construction phase. (Emphasis added).
Among the several reasons for the bank to make the loan, in addition to the Safe-care opportunity, the May 20 letter included the reason that through this expansion Lavoie would be able to acquire additional commercial laundry business from area motels and other hospitals.
On May 20, 1988, Lavoie and his accountant met with Krebs at his office to discuss the loan proposal letter. Krebs told Lavoie he was proceeding in a proper manner. Lavoie said he needed a small amount of the loan money to do the interior remodeling; then, in Lavoie’s words, “if we were able to get the certification from the state then I would need the rest of the money in order to put the equipment in place.” Krebs said the bank’s loan committee would meet on the loan proposal and “probably approve the whole package.” Krebs told Lavoie, in Lavoie’s words, “You just take whatever you want, the first part first, and let me know when you need the second part * *
A day or so after this May 20 meeting, Krebs called Lavoie informing him the whole loan package was approved and loan proceeds would be disbursed upon Lavoie’s request. Krebs also told him he [Krebs] would notify Brown and Ockinga by letter that Lavoie had proper financing.
On May 24, 1988, Lavoie met with Ockin-ga and told him that he had obtained the loan. Ockinga said, in Lavoie’s words, “if we got certified by the State Department of Health we would do business.”
Lavoie then met with Krebs at the bank and was told, in Lavoie’s words, “to go ahead and get started.” Lavoie began remodeling his facility. Pierson, Safecare’s plant manager and head of maintenance, came by to see the remodeling work.
By letter dated June 8, 1988, addressed to Ockinga, Krebs assured him that Lavoie had made the proper financial arrangements with the bank to fund the remodeling and related costs necessary to receive state certification. Lavoie approved of Krebs’ sending that letter since it was very important, before he had a contract with Safecare, to show Safecare that he would be able to handle Safecare’s laundry business in a satisfactory manner. Lavoie believed that Krebs’ letter enhanced his credibility with the prospective client.
On June 16, 1988, in accordance with arrangements previously made by Lavoie, Francis Reuer, a design engineering consultant with the state health department, inspected Lavoie’s facility. At that time Reuer told Lavoie, in Lavoie’s words, the facility “[w]as approved as soon as we got [some conditions] done.” In Lavoie’s words, Reuer “thought all we needed to do was to correct these areas and take care of those things and it wouldn’t be a problem.” Following Reuer’s inspection, Lavoie called Ockinga, told him the result of Reuer’s inspection, and arranged to meet with Oc-kinga the next day.
Lavoie concedes, concerning the above and foregoing activities and events, no contract, oral or written, existed between Safe-care and him. Concerning the meeting with Ockinga on June 17, 1988, however, Lavoie contends that in that meeting Safe-care and he made the oral contract on which his suit is based. Consequently, we now focus our attention on the facts of that allegedly significant meeting.
In both his deposition, taken on February 27, 1990, and his affidavit, executed on May 11, 1990, Lavoie describes the June 17 meeting. According to his affidavit, La-voie met Ockinga to inform him that Reuer “had inspected the laundry the day before and things were progressing well; that at this time I explained to Mr. Ockinga I was going to get the remainder of the loan proceeds and purchase the equipment nec[244]*244essary to complete the laundry facility and Mr. Ockinga told me everything looked good and to go for it * * *.” On this same subject, Lavoie’s deposition testimony was that he told Ockinga that Reuer had approved the laundry facility the day before; he gave Ockinga a copy of Krebs’ June 8 letter and explained that he, in Lavoie’s words, “had just borrowed a pickup full of money to do the interior remodeling to get the [state’s] certificate, that if [he] was to proceed further [he] would be borrowing a semi-truck full of money, and without his business [he] could not service the debt, and [he] needed to know where [he] stood.” According to Lavoie, Ockinga then told him he had liked Lavoie’s initial proposal that Lavoie had sent to Brown and him and, in Lavoie’s words, “we were in a positive mode; ‘go for it.’ ” Ockinga also said, in Lavoie’s words, “we were going to save him a lot of money, we were closer, we were in the county * * * ‘go for it; we will do business.’ ” According to Lavoie, Oc-kinga said Safecare would require Lavoie to submit a policies and procedure manual with which Lavoie’s operation would comply; Ockinga suggested that Lavoies hire Jean Palladino, a former Safecare employee, to prepare such a manual. Ockinga also told Lavoie to resubmit his written proposal to Brown, Simcoe, and him, and he told Lavoie that Pierson had earlier visited Lavoie’s facility at Ockinga’s direction. Lavoie asked Ockinga if Steiner Corporation was going to submit a bid for another three years. Ockinga told him he had contacted Steiner several weeks earlier, had not had contact since, and “not to worry about it, period,” in Lavoie’s words.
According to Lavoie, when he left the June 17 meeting, he anticipated he would get a signed contract. In his words, he “figured it was the normal course of business when we do business up here.” He thought that either Brown or Ockinga would sign the contract on Safecare’s behalf.
By identical cover letters dated June 27, 1988, Lavoie resubmitted his written proposal to Brown, Simcoe, and Ockinga. In his cover letter Lavoie stated that Reuer had inspected and approved Lavoie’s facility on June 16 and Lavoie was working on the exceptions or conditions which Reuer had listed. He referred to Reuer’s letter dated June 20, a copy of which was enclosed. Lavoie’s cover letter further stated that Reuer’s conditions would be completed by July 27 and that Lavoie was, in Lavoie’s words, “requesting a meeting with you and your staff to discuss the possibility of entering negotiations with your facility for the laundry business.”
In addition to resubmitting to Safecare his written laundry proposal, Lavoie called Jean Palladino to see if he could hire her to prepare the policies and procedures manual. Lavoie and Palladino met on July 11, but apparently did not sign the written agreement under which he hired her until July 12 or shortly thereafter.
After Lavoie resubmitted his written laundry proposal on June 27, he called Oc-kinga and arranged a meeting. According to Lavoie, this meeting took place on or about July 7, 1988. Attending the meeting were Lavoie, Brown, Pierson, Ockinga, and Safecare infection control nurse Pat Moore. According to Lavoie, at this meeting he discussed the possibility of entering negotiations with their facility for the laundry business. Safecare representatives were to make an inspection of Lavoie’s facility the next day. That inspection was the first one made by Safecare since discussions began in late April. Pierson and Moore made the inspection on July 8 and questioned Lavoie as to when various pieces of equipment would be installed and certain conditions completed.
Several days later Lavoie tried, unsuccessfully, to talk to Brown on the telephone. Finally, on July 12, while in Lander, Lavoie called Brown and talked to him. Brown told Lavoie there was no need to meet and Safecare was no longer interested. Brown told Lavoie he had a bad site report. Despite Lavoie’s request to meet and discuss the situation, Brown told him he did not want to meet or talk. Brown told him he [Lavoie] might talk to Ockinga; then Brown hung up.
[245]*245Lavoie went to the Lander Regional Medical Center and found Ockinga. Ockinga said there was a bad site report from Pier-son’s and Moore’s July 8 inspection. They discussed the various site items raised by Ockinga, with Lavoie defending each one. Ockinga said perhaps he and Brown should look at the facility.
Six days later, on July 18, Lavoie called Reuer and asked him to again inspect the facility; he set it for July 22. Lavoie then telephoned Ockinga and told him about Reuer’s upcoming inspection. Ockinga said he would talk to Brown and get back to him.
On July 22, Reuer inspected Lavoie’s facility and told Lavoie to let him know when, in Lavoie’s words, “all these things are done” and “there’s no problem * * La-voie concedes that the air-exchange unit had not arrived yet. By letter dated July 26, Reuer confirmed his inspection and listed three conditions: Lavoie had told him the air exchange unit would be available the middle of August; the fluorescent light tubes required protective sleeves; and the intersection of the outside walls with the floors needed to be tightly sealed from a sanitation standpoint.
In a telephone conversation on July 27, Ockinga told Lavoie that Brown and Pier-son would visit the facility the next day. They visited the facility and discussed its clean appearance, the need for a certain door, installation of the air-exchange unit, and the status of the policies and procedures manual that Palladino was preparing for Lavoie. Lavoie said he would deliver the manual the next day; he asked Brown if he could have a decision to which Brown replied that he would meet with his staff and someone would get back to him.
The next day Lavoie got the manual from Palladino, took it to Ockinga, and talked to him. Ockinga told him Safecare’s decision to go again with Steiner was final.
By letter dated August 10, 1988, Lavoie wrote Brown that he intended to sue Safe-care for reneging on its promises. According to Lavoie’s affidavit, by August 28, 1988, all the remodeling and equipment installation, including the air exchange unit, were completed.
DISCUSSION
1. The Breach of Contract Claim
A. The Complaint
We begin our analysis by parsing La-voies’ complaint to identify what kind of contract they pleaded. See Davies v. Martel Laboratory Services Inc., 189 Ill. App.3d 694, 136 Ill.Dec. 951, 545 N.E.2d 475 (1989). In paragraph 5, Lavoies allege that on May 3 they submitted “their proposal and offer.” This was the written laundry proposal which recited that La-voies proposed doing Safecare’s laundry for three years at a price of twenty-seven cents a pound. In this written proposal Lavoies said nothing about remodeling their facility, buying and installing equipment, and obtaining state approval in exchange for a Safecare promise to pay them for three years’ laundry service. In paragraph 7, Lavoies allege that Krebs’ June 8 letter stated “the bank was aware of the remodeling requirements of the contract and related costs.” However, the letter states the bank was aware of the remodeling requirements “regarding” the contract about which there had been negotiations. Moreover, Lavoies admit there was no contract in existence on or around June 8. Indeed, Lavoies claim unequivocally in their appellate argument that it was not until June 17, when Ockinga uttered the words, “Go for it; we will do business,” that an oral contract was formed. And at no time have the Lavoies claimed that a written contract ever existed.
In paragraph 8, Lavoies alleged that at a meeting during the week of May 24, Ockin-ga informed Lavoie that state certification approving Lavoies’ remodeled facility “would also be a prerequisite to a contract between the parties for laundry services.” As Mr. Lavoie’s deposition testimony revealed, however, the only meeting that week between Lavoie and Ockinga was on May 24, and at that meeting Ockinga simply said, in Lavoie’s words, “if we got certified * * * we would do business.”
[246]*246In paragraph 11, Lavoies alleged their facility received “a favorable rating and approval” from the state on June 16. In paragraph 12, Lavoies alleged that “Ockin-ga expressed satisfaction with [Lavoies’] proposal * * * [and] accepted [Lavoies] offer and at that time the parties verbally and mutually agreed to do business together according to the terms discussed.” (emphasis added).
In paragraph 20, Lavoies alleged that on May 3, pursuant to Safecare’s request they “tendered an offer by proposal for health care institution linen and laundry services to [Safecare].” In paragraph 21, Lavoies alleged that on June 17 they “demonstrated that all conditions imposed by [Safecare] had been or could be met or surpassed by August 15, 1988, the date stipulated by [Safecare]”; Lavoies further alleged that at that meeting, “the parties agreed on all terms and conditions of a contract.” Continuing this theme in paragraph 22, Lavoies alleged that at the June 17 meeting:
[Safecare] promised to purchase its * * * laundry services at a mutually agreed upon price per pound exclusively from [Lavoies] commencing on August 15, 1988, for a three (3) years period until August 14, 1991. In exchange [Lavoies] agreed to a certain schedule of delivery, and pick-up, certain policies and procedures in processing [Safecare’s] linen and laundry, remodeling and refitting [their facility] to process [Safecare’s volume], meeting the requirements and achieving certification from the [state] and to service all [Safecare’s] laundry and dry cleaning needs during the stipulated period.
In paragraph 23, Lavoies alleged that before August 15, 1988, they incurred substantial expense and obligations by performing these conditions: obtaining financing, remodeling and refitting their facility, achieving state certification and commissioning a policies and procedures manual. In paragraph 24, Lavoies alleged that on July 29, 1988, Safecare repudiated the contract unequivocally. We find these allegations in paragraphs 23 and 24 rather curious in light of the undisputed facts from Mr. Lavoies’ own testimony. He applied for and obtained financing voluntarily, not in exchange for or in reliance on Safecare’s demand or promise, and he did so before his meetings with Ockinga on May 24 and June 17. Similarly, he began remodeling before his June 17 meeting at which he claims the oral contract was formed. Likewise, he testified that he received state approval on Reuer’s inspection on June 16, the day before the parties allegedly formed the oral contract. Concerning the allegation that Safecare unequivocally repudiated the June 17 oral contract on July 29, Lavoie testified Safecare’s Brown told him unequivocally on July 12 that Safecare was no longer interested. Also on July 12 or shortly thereafter, Lavoie signed a written contract with Jean Palladino to prepare the manual, but Lavoie failed to tell her to stop work even after Brown had told him that very day that Safecare was not interested.
B. The Summary Judgment
After reading the parties’ memoranda and hearing their arguments at a hearing and after considering the evidence in light of the Lavoies’ complaint, the trial court concluded that no genuine issue of material fact existed about the contract which the Lavoies sought to enforce. The court found that the Lavoies were alleging the formation of an oral contract to be performed over a period greater than a year, namely three years. The court also found that when Mr. Lavoie left the June 17 meeting he anticipated there would be a signed contract.
In granting summary judgment for Safe-care, the trial court held that the alleged oral three-year contract was void under Wyo.Stat. § 1-23-105 (1988), the statute of frauds, because there was no writing signed by Safecare, the party to be charged. The trial court also held that the Lavoies demonstrated no proof that Safe-care perpetrated fraud on the Lavoies which would have estopped Safecare from invoking the statute of frauds.
C. Our Analysis
In their appellate argument, both oral and written, the Lavoies contend, con[247]*247trary to their complaint allegations, that their May 3 written proposal was an “offer” with which Ockinga expressed satisfaction and which Ockinga accepted, and that on June 17 the parties formed an oral unilateral contract. As explained by the Lavoies, this oral unilateral contract consisted of Ockinga’s “promise” to buy La-voies’ laundry services for three years if Lavoies would remodel and refit their facility and obtain state approval of it. In the Lavoies’ view of this unilateral contract, by their performance of these conditions (remodeling and refitting their facility and obtaining state approval) within one year’s time, and arguably by August 15, 1988, as allegedly required by Safecare, they accepted Safecare’s “offer” and had fully performed the oral contract. Since they had fully performed, they claim Safecare was bound to fulfill its promise to pay for three years’ laundry service.
The Lavoies’ oral unilateral contract theory is directly at odds with the type of contract they pleaded in their complaint. In paragraph 22, they alleged that in exchange for Safeeare’s promise to buy its laundry services for three years from the Lavoies, Lavoies “agreed” [promised] to adhere to a pick-up and delivery schedule, abide by policies and procedures, remodel and refit their facility, achieve state approval, and service Safecare’s laundry and dry cleaning needs for three years. Indeed, as Safecare points out, Lavoies appear to have pleaded a bilateral contract, that is, a promise for a promise.3 Safecare also points out that Lavoies did not fully perform their promise as pleaded since they have never done one day’s worth of Safecare’s laundry.
The Lavoies concede that if in fact the alleged contract were bilateral, as Safecare maintains, then it would be within the statute of frauds and, to be valid, have to be in writing and signed by Safecare, the party to be bound. Under a bilateral contract theory, the alleged oral contract would be invalid and, legally, no contract would exist.
We are inclined to conclude that the La-voies’ complaint pleaded the formation of an oral bilateral three-year contract for laundry services. We shall analyze the propriety of the summary judgment under the Lavoies’ oral unilateral contract position, however, because that is the position they have presented to us. See 1 E. Allen Farnsworth, Farnsworth on Contracts § 2.3, at 65 (1990). Let us be clear about that position. Lavoies claim the contract was this: Safecare, as the promisor/offer- or, promised or made the “offer” to pay Lavoies to do Safecare’s laundry for three years if Lavoies accepted that “offer” by performing the conditions of: 1) remodeling their facility, 2) purchasing and installing laundry equipment, and 3) obtaining state approval to operate a commercial laundry handling health care institution laundry. They claim that Safecare, through its agent Ockinga, made that promise or “offer” at the June 17 meeting when he uttered the words, “We will do business; go for it,” in response to La-voie’s inquiry about needing to know where he stood before he requested a “semi-truck full of loan proceeds” to purchase laundry equipment. They claim that in exchange for and reliance on that “offer,” they accepted that “offer” by performing, i.e., remodeling, requesting additional loan proceeds, buying and installing equipment, obtaining state approval, and commissioning Jean Palladino to prepare the manual.
The Lavoies’ unilateral contract position is untenable for a variety of reasons. To explain, we return to fundamental principles of contract and agency law. Whether an oral contract exists “depends on the intent of the parties and is a question of fact.” Wyoming Sawmills, Inc. v. Morris, 756 P.2d 774, 775 (Wyo.1988). See also Miller v. Miller, 664 P.2d 39, 41 (Wyo.1983); and Jim’s Water Service, Inc. v. Alinen, 608 P.2d 667, 669-70 (Wyo.1980).
It is well established that an offer, acceptance, and consideration are the basic elements of a contract. The burden of proving a contract is on the one seeking to recover on it. Black & Yates, Inc. [248]*248v. Negros-Philippine Lumber Company, 32 Wyo. 248, 231 P. 398 (1924). This includes the burden of proving consideration.
Miller, 664 P.2d at 40 (citation omitted).
In Continental Ins. v. Page Engineering Co., 783 P.2d 641, 651 (Wyo.1989) (citations omitted), this court observed:
It is an axiom of the law of contracts that, in the absence of a meeting of the minds, there is no contract. Thus, in an instance in which the terms of the contract are so uncertain that mutuality of agreement cannot be discerned, the contract is unenforceable because of uncertainty. Certainly, parties can create an implied contract by their conduct, but the conduct from which that inference is drawn must be sufficient to support the conclusion that the parties expressed a mutual manifestation of an intent to enter into an agreement. Although the question of whether particular conduct is sufficient to support a finding that an implied contract exists is generally submitted to a trier of fact, the question may be resolved by summary judgment if reasonable minds could not differ.
In their complaint the Lavoies alleged that Safecare through its agent Oc-kinga made the “offer” and that they accepted that “offer” by performance. Implicit in this allegation is the claim that Ockinga had authority to bind Safecare to a contract. A party claiming an agency relationship, such as the Lavoies here, has the burden of proof on that issue as well as on the issue of the scope of the agent’s authority. Stone v. First Wyoming Bank N.A., Lusk, 625 F.2d 332, 343 (10th Cir. 1980); Czapla v. Grieves, 549 P.2d 650, 653-54 (Wyo.1976).
In support of Safecare's summary judgment motion, Safecare submitted Oc-kinga’s deposition testimony that he had no authority to bind Safecare, a corporation. In the face of Safecare’s summary judgment evidence that its agent, Ockinga, had no authority to contract with the Lavoies, the burden on that issue of fact shifted to the Lavoies. They failed to counter with any evidence that Ockinga possessed such authority. In regard to this matter, a brief review of their knowledge is revealing. In both the April 29 and June 17 meetings between Lavoie and Ockinga, the latter asked the former to send his written proposals to both Brown and Simcoe, the chief administrators of Safecare’s health care facilities. The Lavoies .did so. In Lavoies’ May 20 loan proposal to the bank, Lavoie expressly stated he would show the state’s certification to Safecare’s board and ask for a signed contract. This is strong evidence the Lavoies knew that only Safe-care’s board had authority to contract. They knew they were dealing with a corporation. A corporation’s comptroller, like Ockinga, generally^has no authority to contract on behalf of the corporation. Harry G. Henn and John R. Alexander, Laws of Corporations § 225, at 595-99 (3d ed. 1983). Under Wyoming statutory law, a corporate officer, such as comptroller, has only such authority and duties as set forth in the corporate bylaws or as prescribed by the board of directors. Wyo.Stat. § 17-16-841 (1989). Cf., United States v. Marin, 651 F.2d 24, 28-29 (1st Cir.1981). Also under Wyoming law, a third person, such as the Lavoies, has a duty to exercise reasonable diligence to determine the scope of an agent’s authority. Trails Motors, Inc. v. First Nat’l Bank of Laramie, 76 Wyo. 152, 175, 301 P.2d 775, 784 (1956). Having examined the summary judgment evidence in a light most favorable to the Lavoies, we find that no genuine issue of material fact exists about the scope of Ockinga’s authority. We hold as a matter of law that he had no authority to contract on Safecare’s behalf and, consequently, no oral contract came into being at the June 17 meeting.
Another reason exists to explain why the Lavoies’ unilateral contract position is untenable. There was no consideration between Safecare and the Lavoies. As Restatement (Second) of Contracts § 75 (1981) provides, the consideration must both be sought by the promisor (Safecare) in exchange for its promise and be given by the promisee (Lavoies) in exchange for its promise. Under the undisputed facts, La-voies’ actions of seeking and obtaining the [249]*249loan from Krebs, undertaking remodeling, and seeking and obtaining state approval on June 16 were not induced by Ockinga’s alleged promise uttered on June 17. As explained in Farnsworth, supra, § 2.7 at 73:
Only if [performance] has not yet been taken when the promise is made can the promisor be bargaining for it when making the promise. If the [performance] has already been taken, the promisor cannot be seeking to induce it. Such “past consideration” — [performance] already taken before a promise is made— cannot be consideration for the promise.
The facts clearly show that both Lavoies and Safecare intended that the purpose of negotiations was to achieve a written contract, not an oral one. Lavoies knew that Safecare’s existing contract with Steiner Corporation was in writing. Lavoies’ loan proposal to Krebs expressly stated they envisioned a written contract signed by Safecare’s board. Ockinga told Lavoies to resubmit a written proposal to Brown and Simcoe. When Lavoie left the June 17 meeting he contemplated a written contract. In Lavoie’s June 27 cover letter he expressly stated he was requesting a meeting “to discuss the possibility of entering negotiations * * Reasonable minds cannot differ on the conclusion to be drawn from this undisputed evidence. No contract came into being on June 17.
2. Promissory Estoppel
In their complaint the Lavoies assert a promissory estoppel claim based on the following allegations. They allege that at the June 17 meeting Safecare, by agent Ockin-ga’s conduct, accepted their offer and promised to use Lavoies’ laundry service for a three-year period. Lavoies allege that Safecare reasonably expected its promise to induce Lavoies’ action. In that regard, the Lavoies contend that inducements were manifested by the following Safecare acts: at the June 17 meeting agent Ockinga asked Lavoies to obtain the remainder of available financing and complete the remodeling and refitting of their laundry; at that meeting agent Ockinga voiced the expectation that Lavoies would prepare a policy and procedure manual and recommended Jean Palladino to prepare it; and on July 8, Pierson and Moore inspected the laundry facility, making explicit Safe-care’s continuing supervision and expectation of the Lavoies. The Lavoies claim that they incurred indebtedness, undertook construction on and equipped their facility, hired Ms. Palladino, and obtained state certification because of Safecare’s inducements. They conclude by alleging they substantially changed their position and relied, to their detriment; on Safecare’s promise and misleading declarations.
B. Promissory Estoppel Law
Recently, this court reviewed and applied its promissory estoppel jurisprudence in a similar case. The elements of promissory estoppel are:
(1) a clear and definite agreement; (2) proof that the party urging the doctrine acted to its detriment in reasonable reliance on the agreement; and (3) a finding that the equities support the enforcement of the agreement.
Inter-Mountain Threading, Inc. v. Baker Hughes Tubular Services, Inc., 812 P.2d 555, 559 (Wyo.1991) (quoting Provence v. Hilltop Nat’l Bank, 780 P.2d 990, 993 (Wyo.1989)).
[In Provence], we looked to National Bank of Waterloo v. Moeller, 434 N.W.2d 887 (Iowa 1989). Moeller correctly informs us that, with respect to the first element, a clear and definite agreement, the “dual emphasis on clarity and inducement parallels the Restatement (Second) definition of an agreement for purposes of promissory estoppel as ‘[a] promise which the promisor should reasonably expect to induce action * * * on the part of the promisee.’ Restatement (Second) of Contracts § 90 (1981).”
Inter-Mountain Threading, 812 P.2d at 559 (quoting Nat’l Bank of Waterloo v. Moeller, 434 N.W.2d 887, 889 (Iowa 1989)).
Measuring Ockinga’s June 17 oral statements against the first element, we [250]*250cannot conclude they are promises clear and unambiguous in their terms. His conversational remarks are, at best, mere expressions of hope and opinion in an obviously preliminary negotiation context. In somewhat analogous preliminary negotiation contexts, we have viewed similar remarks as mere expressions of opinion and agreements to agree. For instance, in Inter-Mountain Threading, 812 P.2d at 558, we held that the manager’s oral statement “we can do a deal” was not a clear and definite promise, but rather a mere expression of hope and opinion in an obviously preliminary negotiation context. See also Czapla, 549 P.2d at 653 (owner’s agent made such remarks as “This was as good as sold, that the deal would be final”); Roth, 684 P.2d at 95 (bank director made such remarks a “Things look very good at 'this time” and “You don’t have any * * * problems as long as I own the bank”); and Doud v. First Interstate Bank of Gillette, 769 P.2d 927, 928 (Wyo.1989) (bank president told loan applicant that proposed line of credit was “not any problem”). See also Rialto Theatre v. Commonwealth Theatres, Inc., 714 P.2d 328, 334 (Wyo.1986) (portion of lease agreement “is merely an agreement to agree in the future”). In similar cases other courts have likewise found such expressions made in the course of preliminary negotiations not to be promises. See e.g., Jungmann v. St. Regis Paper Co., 682 F.2d 195, 197 (8th Cir.1982); Blanton Enterprises, Inc. v. Burger King Corp., 680 F.Supp. 753 (D.S.C.1988); Tull v. Mr. Donut Dev. Corp., 7 Mass.App. 626, 389 N.E.2d 447, 449-50 (1979); Pacific Cascade Corp. v. Nimmer, 25 Wash.App. 552, 608 P.2d 266 (1980).
With respect to the second element of promissory estoppel, that the Lavoies acted to their detriment in reasonable reliance on Ockinga’s oral remarks on June 17, the uncontroverted evidence, most of which is taken from Lavoie’s own deposition and affidavit, shows that Lavoies had acted and incurred most of their obligations before the June 17 meeting at which Ockinga made his remarks. Lavoies cannot rely upon statements not yet made when they took action and incurred legal obligations. We hold they did not change their position or suffer damages in reliance upon Ockin-ga’s statements.
With respect to Lavoies’ incurring damages after Ockinga’s statements on June 17, Lavoies have failed to show that their reliance on those statements was reasonable. The ingredients of Lavoie’s own loan proposal to his bank, as well as his deposition, reveal him to be an experienced business person. For example, he knew that:
A Safecare had a written three-year laundry service contract with Steiner Corporation;
A written contracts were the norm in business dealings of this nature;
A his written proposals were being reviewed by Safecare’s hospital administrators Brown and Simcoe;
A at the June 17 meeting Ockinga told him to resubmit his written proposal to those administrators and on leaving that meeting he anticipated there would be a written contract; and
A Safecare acted through a board of directors (Lavoie’s own loan proposal proposed obtaining a signed contract from that board).
Finally, when Lavoie resubmitted his written proposal on June 27, he stated in his cover letter that he was requesting a meeting for the purpose of entering into negotiations. He knew that Ockinga was only a financial officer of a corporation, and he did nothing to determine the nature and extent of Ockinga’s authority to act on Safecare's behalf.
Lavoie did not contract with Jean Palladi-no to prepare the policy and procedures manual until July 12 or a few days later; it was on July 12 that Brown told him there would be no contract. And, yet, Lavoie took no action to stop Palladino’s preparation work after that.
In many respects the Lavoies’ claim is reminiscent of the land developer’s (Roth) claim in Roth, 684 P.2d at 93. There, this court upheld a summary judgment in favor of the alleged promisor. Roth had entered into extensive negotiations with the bank for a loan in order to develop a subdivision. [251]*251He had numerous conversations with the bank’s loan officer, other bank officials, and Keith West, a bank director. One evening Roth hosted a dinner party in order to show an official from the Federal National Mortgage Association (FNMA) that the development was a good project to finance. Bank director West attended at Roth’s invitation. Before dinner a guest asked West about the status of Roth’s loan, to which West replied, “Things look good at this time.” At dinner West was asked when Roth could start writing checks on the loan, to which West replied, “We’ll be ready before [FNMA] will.” Roth asked West about the loan’s status, saying, “If I didn’t have that loan I was in real trouble.” West replied, “You don’t have any * * * problems as long as I own the bank.”
Roth immediately ordered a deed to the land and ordered contractors to start turning the dirt. Two months later the bank denied the loan. Roth contended that the course of negotiations, capped by West’s remarks at the dinner party, induced him to incur substantial expense; he asserted that both West and the bank were estopped from asserting the nonexistence of the construction loan.
In affirming the summary judgment against Roth, this court found that the uncontroverted evidence, most of which was taken from Roth’s deposition, showed that Roth had entered into most of his contracts before the dinner party and West’s remarks. This court held that Roth could not rely upon a statement not yet made when he entered into these contracts and incurred legal obligations. This court found Roth did not change his position or suffer damages in reliance upon West’s statements. Id. at 97.
With respect to Roth’s incurring damages after West’s representations, this court said Roth had to show that his reliance on those representations was reasonable. On this point the court noted that Roth was an experienced business person with a wide background of obtaining loans, that bank representatives had informed Roth in various conversations that they needed more information, that Roth should have known that he did not have a loan or even a loan commitment from the bank until a bank official or loan officer told him the loan was approved. In view of this evidence, this court held that Roth’s reliance upon West’s statements at the dinner party was unreasonable as a matter of law. This court further observed Roth knew that West did not own the bank, did not make loans, and was a member of a board that makes decisions as a board. Roth, 684 P.2d at 97.
We find our analysis in Roth compelling here. In the face of undisputed evidence, we hold that Lavoie’s reliance upon Ockin-ga’s remarks on June 17 was unreasonable as a matter of law.
With respect to the final element of promissory estoppel, whether the equities support enforcement of the alleged’ promise, we treat that as a question of law. Inter-Mountain Threading, Inc., 812 P.2d at 560. On the record before us there is no showing that Lavoies are unable to use their remodeled laundry facility and additional equipment to good advantage, and no showing they are unable to obtain laundry contracts. To the contrary, the undisputed evidence reveals they enjoy increased business and have been moderately successful in developing and retaining new business. Their success in this regard conforms to some of the expectations expressed in their May 20, 1988, loan proposal to their banker. We hold that the equities do not support enforcement of the alleged promise.
We note in conclusion that since the Lavoies have failed to create a genuine issue of material fact relating to Ockinga’s authority to bind Safecare, the lack of that authority is also fatal to Lavoies’ claim of estoppel against Safecare as principal. United States v. Certain Parcels of Land in the City of Cheyenne, 141 F.Supp. 300, 309. (D.Wyo.1956).
3. Fraud
In their fraud claim the Lavoies alleged that Safecare agent Ockinga at the June 17 meeting made the material representation [252]*252that the parties would “do business.” La-voies alleged that representation was false when made and Safecare at that time knew it was false. As proof of Safecare’s intention on June 17 not to form an exclusive relationship with the Lavoies, Lavoies point to Safecare’s contemporaneous negotiations with Steiner Corporation on a renewal of the existing written laundry services contract.
B. The Elements of a Fraud Claim
In Duffy v. Brown, 708 P.2d 433, 437 (Wyo.1985) (citations omitted), this court stated:
The elements of a claim for relief for fraud are a false representation made by the defendant which is relied upon by the plaintiff to his damage, the asserted false representation must be made to induce action, and the plaintiff must reasonably believe the representation to be true. A plaintiff who alleges fraud must do so clearly and distinctly, and fraud will not be imputed to any party when the facts and circumstances out of which it is alleged to arise are consistent with honesty and purity of intention. Fraud must be established by clear, unequivocal and convincing evidence, and will never be presumed.
The Lavoies’ fraud claim fails for several reasons. First, as with the promissory estoppel claim, Ockinga’s lack of authority is fatal to the fraud claim against Safecare as principal. Certain Parcels, 141 F.Supp. at 309. Second, it is clear from the record that a showing of fraud was not made by clear and convincing evidence. The uncontroverted facts show that Lavoie did not rely on Ockinga’s June 17 statement in submitting the May 3 written proposal in which they agreed to meet or exceed all state regulations pertaining to health care institutional type laundry and stated in their cover letter that “we now have the capability to handle all of your health care institutional laundry * * * needs.” Nor may Ockinga’s statement be claimed as the reason for arranging Reuer’s visit to secure state approval of their facility or to meet with their accountant and prepare a loan proposal which was subsequently submitted to their bank on May 20 and approved on May 21. Likewise, it cannot be seriously argued that Ockinga’s statement induced Lavoies to initiate the remodeling of their facility which encouraged their banker to write his June 8 letter enhancing their credibility with Safe-care as a prospective client, or to meet with Reuer on June 16 to obtain state approval of their facility.
Moreover, in his deposition Lavoie could not designate the factual basis for their fraud claim. When asked what facts he relied on for the allegation that Ockinga knew his statement was .false and was intentionally misleading Lavoie, Lavoie replied, not with facts, but with only conclusions and opinions, such as “we don’t have the contract. We’re in financial straits because we did what he told us to do.” In Duffy, faced with a similar response to a similar question, this court found no basis for a fraud claim. Duffy, 708 P.2d at 438.
The Lavoies claim Ockinga’s testimony, viz., that the purpose of his negotiations with them was to provide Safecare with an option to Steiner Corporation, creates a genuine issue of material fact as to whether on June 17 he knew his statement was false. We disagree. It is not uncommon in business dealings for the parties to seek the best terms possible, to engage in similar negotiations with two or more parties in order to determine where the best deal is. Businesses are presumed to act in their own self-interest. The facts and circumstances surrounding Ockinga’s seeking laundry service options for Safecare are consistent with honesty and purity of intention. Duffy, 708 P.2d at 437. We hold there is no genuine issue of material fact about Safecare’s intention. Lavoies’ fraud claim fails.
In summary, we affirm the trial court’s summary judgment against Lavoies on their claims of breach of an oral contract, promissory estoppel and fraud.