What You'll Learn

  • Why promissory estoppel exists
  • The Restatement §90 elements
  • Reasonable reliance
  • Injustice and remedy
  • Comparison with related doctrines

Educational information only; not legal advice. This article is a general study aid and should be checked against current authority and course materials.

1. The Restatement §90 Framework

1 Promise: a sufficiently clear and definite commitment. 2 Reasonable expectation: the promisor should reasonably expect the promise to induce action or forbearance by the promisee or a third person. 3 Actual reliance: the promise does induce the action or forbearance. 4 Injustice: enforcement is necessary to avoid an unjust result.

Key Takeaway

The outlines emphasize that the remedy “may be limited as justice requires.” Promissory estoppel does not guarantee the full value of the promised bargain.

2. The Promise Must Be Serious Enough to Rely On

Vague encouragement, preliminary negotiation, or a statement of future hope may be too uncertain. Courts look for definite and substantial character, surrounding formality, the relationship of the parties, and whether the promisor had reason to understand that action would follow.

Evidentiary function

Formality helps prove that a real promise was made and clarifies its terms.

Cautionary function

The form warns the promisor that the statement carries serious consequences.

Deterrent function

Legal form discourages careless commitments that invite costly reliance.

Channeling function

Recognizable forms help courts distinguish enforceable promises from casual assurances.

3. Reliance Must Be Reasonable, Foreseeable, and Induced

The promisee must actually change position because of the promise. The reliance should be the kind the promisor could foresee and the promisee could justifiably undertake. The more speculative the promise or disproportionate the response, the weaker the claim.

● Taking a new job, declining another opportunity, spending money, beginning performance, or refraining from legal action can qualify. ● Reliance that occurred before the promise was made was not induced by the promise. ● Reliance despite known uncertainty, express conditions, or obvious lack of authority may be unreasonable.

4. Injustice and Remedy

The outlines connect injustice to a substantial detriment, the reasonableness of reliance, the seriousness of the promise, and the availability of other remedies. Courts may enforce the promise fully, enforce only the relied-upon portion, or award reliance damages designed to restore the promisee’s pre-reliance position.

Doctrine What creates liability Typical remedial focus

Contract with consideration A bargained-for exchange. Expectation: benefit of the bargain.

Promissory estoppel Foreseeable, reasonable reliance on a promise and injustice. As justice requires; often reliance.

Promissory restitution Later promise recognizing a previously received benefit. Extent necessary to prevent injustice.

Quasi-contract Unjust enrichment without enforcing a promise. Value of benefit unjustly retained.

Key Takeaway

An employer gives a candidate a definite written start date and salary, knowing the candidate must resign and relocate. The candidate reasonably does both, and the employer withdraws before work begins. Even if a bargained-for contract is disputed, the promise, foreseeable reliance, actual detriment, and injustice create a strong promissory-estoppel analysis.

Exam Tip

Quote or paraphrase the promise; explain why reliance was foreseeable; identify the precise action or forbearance; show causation and reasonableness; analyze injustice; then tailor the remedy rather than assuming expectation damages.

Common Mistake

Do not call reliance “consideration.” Do not skip the promise and jump to harm. Do not assume every expense was foreseeable or reasonable. Do not award more than justice requires without analysis.

Primary Authorities

  • ● Restatement (Second) of Contracts § 90.

  • ● Reliance-damages principles described in the uploaded Contracts outlines.

Exam-ready conclusion

Promissory estoppel protects justified reliance on a serious promise when traditional consideration is missing and nonenforcement would be unjust. The remedy is flexible and often narrower than contract expectation.