Promissory estoppel enforces a promise that has no consideration behind it, because the person who received it reasonably relied on it and would be hurt if it were withdrawn. It is the safety valve on the bargain theory. Where consideration asks whether the promise was the price of something, promissory estoppel asks whether the promisor should have expected the promisee to act on it, and whether injustice can be avoided only by enforcement.
Elements
- A clear and definite promise. Vague optimism about the future is not enough.
- Reasonable expectation of reliance. The promisor should have foreseen that the promisee would act or refrain from acting.
- Actual reliance. The promisee did act, and did so to a real detriment.
- Injustice. Enforcement must be the only way to avoid an unjust result, which is where the court exercises judgment.
Leading cases
- Ricketts v. Scothorn: a granddaughter who quit her job on the strength of her grandfather's promissory note could enforce it, even though no bargain was struck.
- Feinberg v. Pfeiffer Co.: an employee who retired in reliance on a promised pension could hold the company to it once she had given up her job.
- Drennan v. Star Paving Co.: a subcontractor's bid became irrevocable once the general contractor reasonably relied on it in submitting its own bid.
- Hoffman v. Red Owl Stores: reliance during negotiations can support recovery even though the parties never reached a final agreement on terms.
Where students go wrong
The biggest mistake is reaching for promissory estoppel first. It is an alternative theory. Show that consideration is missing before you argue reliance, or you look like you did not spot the bargain that was there.
The second is assuming the remedy is the full contract price. Many courts limit recovery to what the reliance cost the plaintiff, so a promisee who spent a modest sum preparing may recover only that, not the profit the promise would have produced.
The third is skipping the reasonableness of the reliance. A promisee who spends far more than the promise could possibly have justified has a weak claim, and courts say so.
FAQ
Is promissory estoppel a contract?
It is a separate basis for enforcing a promise. Some courts describe it as a substitute for consideration, others as an independent cause of action, and the label affects which remedies are on the table.
What damages does it produce?
Often reliance damages, meaning the money the promisee spent or lost by acting on the promise. Some courts award full expectation damages where the promise was definite and enforcement is the only fair outcome.
Can it be used against a construction subcontractor?
Yes, and that is one of its most common uses. A general contractor that relies on a sub's bid in preparing its own can hold the sub to it, at least until the bidding is resolved.
Related terms
Working through this in your own casebook takes longer than reading it here. Syllume starts from your syllabus and turns each assigned case into a brief you can study from.