1. § 6.1 Introduction
Concept and the term coined by Samuel Williston
Doctrine that provides a remedy for many promises or agreements that fail the test of
enforceability under many traditional contract doctrines
Key difference
 Promise supported by Consideration – bargain
 Gratuitous promise – supported by promissory estoppel – no bargain
RS1 90 ‘‘A promise which the promisor should reasonably expect to induce
action or forbearance of a definite and substantial character on the part of the promisee
and which does induce such action or forbearance is binding if injustice can be avoided
only by the enforcement of the promise.’’
a. Promise is necessary
b. Reasonable anticipation of act or forbearance
c. Promise must reasonably rely on the promise
d. The reliance must be definite and substantial character. ‘‘Substantiality’’ is a
quantitative factor
e. Promise will be enforced if injustice can be avoided only by the enforcement
of the promise.
RS2 90 Promise Reasonably Inducing Action or Forbearance.
(1) A promise which the promisor should reasonably expect to induce
action or forbearance on the part of the promisor or a third person
and which does induce such action or forbearance is binding if
injustice can be avoided only by enforcement of the promise. The
remedy granted for breach may be limited as justice requires
(2) A charitable subscription or a marriage settlement is binding under
Subsection (1) without proof that the promise induced action or
forbearance.
(3) Provision of flexibility of remedy (takes out the words “definite
and substantial”)

2. § 6.2 The Roots of Promissory Estoppel
a. Expansion of equitable estoppels (which were limited to cases in which one party has
misrepresented a fact to another who injuriously relies on the representation)
b. The doctrine bars the party who made the representation from contradicting it
c. Also extracted as a general principle from a number of recurring decisions where
promises were enforced under conditions which were difficult, and sometimes
impossible, to explain in terms of the doctrine of consideration
(a) Promises in the Family
Enforce certain promises made by one member of a family to another, if the latter
reasonably and detrimentally relies on the promise
In Devecmon v. Shaw, an uncle promised his nephew that, if the nephew would take a
trip to Europe, the uncle would reimburse the nephew’s expenses. The nephew made the
trip but the uncle died and his executor refused to make payment. The court concluded
that the uncle’s promise was supported by consideration.
Ricketts v. Scothorn, a man had given his granddaughter a promissory note, indicating
that it was for the purpose of freeing her from the necessity of working. It was clear that
he was not demanding that she cease working in exchange for the note, but she did quit
her job. The court recognized that there was no consideration for the note but enforced
the note anyway on the grounds of estoppel in pais. The court extended the doctrine of
estoppel to reliance on a promise.
(b) Promise to make a gift of land
Unenforceable UNLESS the recipient of such a promise, in acting in reasonable reliance
on the promise and with the continuing assent of the promisor incurs detriment with
respect to the land
Example: Seavey v. Drake: Father’s oral promise to son to gift land, and son builds a
house and lives on the land for 20 years until father’s death. Court holds enforceable
father’s promise to convey the land
If the promise is oral, the case involves non-compliance with the writing requirements of
the Statute of Frauds as well as the absence of consideration. Almost all states grant
specific performance, ordering the promisor to deliver a conveyance or other equitable
remedies

3. (c) Not enforceable since a charitable donor usually does not bargain for anything in return
for his promise and therefore no consideration. But ENFORCEABLE if donee impliedly
promises to use the promised gifts for charitable purposes
Salsbury v. Northeastern Bell: The promisor’s promise was held enforceable even if it was a
pedge card and had no consideration or detrimental reliance. For public policy reasons, the
Court enforced promises based on promissory estoppel.
Example: Promisor may have bargained for and received a commitment from the charity that the
‘‘gift’’ be employed in a specified way or that a memorial be built bearing the promisor’s name
(d) Gratuitous Agencies and Bailments
Example: Coggs v. Bernard. A carter, who agreed to transport a keg of brandy for the plaintiff
free of charge, negligently damaged it. The court held that an action for breach of contract would
lie for the carter’s breach of the implied promise to use requisite care. The court reasoned that the
‘‘bare being trusted with another man’s goods, must be taken to be a sufficient consideration.’’19
Theories of Liability: If, however, the gratuitous promisor fails to take possession,
traditionally there would be nonfeasance and no liability for breach of the gratuitous promise.
Reluctance in Insurance Cases: Courts are hesitant, because promisor would typically be
exposed to an enormous liability
(e) Promises to pay Pensions and other fringe benefits
Ordinarily ENFORCEABLE in so far as they represent an employer’s attempt to ensure
continued service by his employees
But in case of retired employees or other terms allowing the employee to retire
immediately, the bargain element is missing and courts can use PE to bind the employer
§ 6.3 The Modern Evolution of Promissory Estoppel
(a) Promissory Estoppel - A Substitute for Consideration
Reasonably expected reliance may under some circumstances make binding a promise for
which nothing has been given or promised in exchange. (Earhart v. William Low Co.)
Where legal consideration is lacking courts sometimes enforce gratuitous promises under the
theory of "Promissory Estoppel" (Rest.2d §90)

4. Three elements must exist in order to invoke promissory estoppel: FEINBERG V. PFEIFFER CO.
1) Was there a promise which the promisor reasonably expected to induce action or
forbearance? (foreseeability)
2) Did the promise actually induce such action or forbearance? (reliance)
3) Can injustice be avoided only by enforcement of the promise? (injustice)
Rest.2d § 87 does not impose the requirement that the promise giving rise to the cause of
action must be so comprehensive so as to meet the requirements of an offer.
Promissory estoppel can sustain a cause of action despite the absence of an intent to
be bound. Promissory estoppel is more than an equivalent of or a substitute for
consideration. (Hoffman v. Red Owl Stores)
(b) Reliance on Offers
Offeree can bind offeror if reliance can be shown
Example: A general contractor receives a low bid from a subcontractor and uses that bid
in preparing its own bid on a project. The bid of the subcontractor is an offer to a bilateral
contract. Under the traditional common law rule, the offer may be withdrawn prior to
acceptance, even though in submitting its own bid the general contractor has relied on the
subcontractor’s offer. The contractor’s justifiable injurious reliance renders the offer
irrevocable.
Drennan v. Star Paving
James Baird Co. v. Gimble Bros. Inc'
(c) Promissory Estoppel Under an Indefinite Agreement
Agreements with indefinite terms to be enforced in contract might support an action for
PE
Wheeler v. White: The court applied promissory estoppel and allowed a reliance measure
of damages based on the value of the improvements destroyed and the lost rental.
Grouse v. Group Health Plan, P turned down another offer after being offered job. When
he showed up for work, he was told that someone else had been hired. Because the hiring was at
will, he had no action for breach based on a conventional contract. He was granted damages

5. based on promissory estoppel, measured by his lost opportunity costs—what he lost by quitting
and by turning down another job offer.
(d) Promises Made During Preliminary Negotiations
Parties still negotiating, and not as yet reached agreement and did not expect to be bound
until some later time
Hoffman v. Red Owl Stores
Parties had not agreed on the ‘‘size, cost, design and layout of the store building, and the
terms of the lease with respect to rent, maintenance, renewal, and purchase options.’’ But Court
ruled for the plaintiff on the theory of promissory estoppel, limiting recovery to the amounts
expended in reliance on the promise.
(e) Agreements Disclaiming Legal Consequences
Courts have overtly applied promissory estoppel to personnel manuals that disclaim legal
consequences. Such a promise can be classified as illusory or as an instance where the parties do
not intend legal consequences Another example, employers that try to revoke benefits after the
employee retires or dies. Depending on the language of the agreement, it might only be ok to
revoke while the employee is still employed or alive.
(f) Miscellaneous Promises
Once it is decided that a void bilateral agreement may be the basis for promissory
estoppel, the possibilities are almost limitless. For example, the Restatement (Second) has
specific sections covering (1) modifications without consideration, and (2) promises of sureties
inducing injurious reliance.
§ 6.4 Flexibility of Remedy
Flexible Remedy Structure
Remedy need not be as broad as that which would be available for breach of a contract
founded in consideration
Only reliance damages were awarded in the cases of Wheeler v. White, Hoffman v. Red
Owl Stores, and Arcadian Phosphates v. Arcadian Corp.
The Restatement (Second) states that the remedy for breach of a contract based on
promissory estoppel should be flexible.

6. There may be many difficult problems in determining how reliance damages are ‘‘to be
measured in the donative-promise context.
Because promissory estoppel is basically an extension of contract law, damages for
mental distress are not awardable.