In Dombroski v. J.P. Morgan Chase Bank, N.A., 2013 U.S. App. LEXIS 2402 (3d Cir., decided February 4, 2013), the Third Circuit affirmed the district court's dismissal of plaintiff's complaint and refusal to allow leave to further amend his breach of contract claim. Dombroski contended that the contractual disclaimer in Chase's Code of Conduct is not sufficiently prominent and clear to preclude formation of a contract between Chase and him. While noting that Dombroski, no doubt, was correct that the disclaimer could have been clearer and more prominent, the panel affirmed the finding below that the language was sufficiently prominent and clear to negate the attempt to claim that the Code of Conduct was a contract that Chase breached. However, the panel found that the district Court misinterpreted its prior holding in G-I Holdings, Inc. v. Reliance Ins. Co., 586 F.3d 247 (3d Cir. 2009), in holding that judicial estoppel does not apply based on Chase's unsuccessful assertion of a contradictory position in prior litigation. Nonetheless, the panel noted that while courts will "apply [judicial estoppel] to neutralize threats to judicial integrity however they may arise," judicial integrity was not threatened here by refusing to create a contract between these parties because "estoppel will not operate to create a contract that never existed [and] the court will not write a new contract for the parties by estoppel." Thus, in spite of the district court's misinterpretation of G-I Holdings, and even though Chase did appear to be taking a position inconsistent with the one it took in prior litigation, the panel found the district court was correct in refusing to create a contractual relationship between the parties, in dismissing the complaint and in concluding that Dombroski's attempt to amend the complaint would have been futile.