A Manhattan appeals court has tossed out Hollywood actor Harvey Keitel's breach-of-contract lawsuit against E*Trade, finding that the online brokerage never entered into a valid and binding contract to pay Keitel $1.5 million to star in its commercials.

The term sheet relied upon by plaintiff states that 'neither party shall be bound until the parties execute a more formal written agreement,' wrote an Appellate Division, First Department, panel.

The unanimous panel said the term sheet's clear intent trumped Keitel's arguments and evidence that he said showed a contract was made.

The Sept. 26 opinion in Keitel v. E*Trade Fin., 652220/15, affirmed Manhattan Supreme Court Justice Charles Ramos' April order dismissing Keitel's complaint.

Keitel argued that E*Trade made a firm and binding offer to hire him as a celebrity spokesman but backed out of the deal, according to the court, which then dispensed with Keitel's reasoning.

Plaintiff's allegations that his agent requested that any offer be 'firm and binding,' that defendant's agent acknowledged this request, that internal communications between defendant and its agents reveal an intention to make a firm offer, that the cover email transmitting the term sheet labeled the offer 'firm and binding,' and that defendant later offered a fee to 'kill' the contract are not sufficient to negate or demonstrate a waiver of the provision that the parties would not be bound until they executed a formal written agreement, wrote the panel, consisting of Justices Rosalyn Richter, Karla Moskowitz, Ellen Gesmer and Anil Singh.

The panel also noted the alleged kill fee would be an inadmissible offer of com-promise under CPLR 4547, which doesn't allow settlement discussions to be used as liability evidence.

Keitel's attorney, Victor Bushell of Bushell Sovak Ozer & Gulmi, declined to comment.

Marc Greenwald, a Quinn Emanuel Urquhart & Sullivan partner representing E*Trade, said he thought the panel's opinion was well-reasoned and consistent with long-standing First Department precedent.

I've been surprised that [Keitel] and his lawyer kept pressing this to appeal, he added.

Jason Grant is a New York-based litigation reporter for the New York Law Journal and Law.com, and a former practicing lawyer in Manhattan. Contact Jason at jgrant@alm.com. On Twitter: @JasonBarrGrant