promissory estoppel doctrine in Delaware

2025A promissory estoppel claim requires clear and convincing evidence that (1) a promise was made, (2) it was the reasonable expectation of the promisor to induce action or forbearance on the part of the promisee, (3) the promisee reasonably relied on the promise and took action to his detriment, and (4) such promise is binding because injustice can be avoided only by enforcement of the promise.54 In short, this doctrine aims to prevent injustice—either by acting as a wholesale substitute for consideration—or by providing relief to one who has a reasonable expectancy a promise will be fulfilled a

2022Hilco’s motion for summary judgment is GRANTED as to the promissory estoppel claim in Count II and DENIED as to the breach of contract claim in Count I. 160 Id., 67 A.3d at 348 . 161 Id. 43

2022Aug. 29, 2014). 27 Lord v. Souder, 748 A.2d at 399 (employer provided a direct assurance that plaintiff would be protected from reprisals if she disclosed information of wrongdoing); Harmon, 62 A.3d at 1200-1201 (suspended plaintiff had specifically been told that he would be reinstated if certain criminal charges 11 Accordingly, argues Defendant, since Plaintiff clearly fails to meet the first element of the “promissory estoppel” test, and since all four elements of the promissory estoppel test must be satisfied for Plaintiff to state a claim,28 I can end my analysis here and grant its Motion

2015As such, it seems debatable whether this exception actually exists or whether, instead, it is simply a 95 See Lord v. Souder, 748 A.2d 393 , 404-05 & n.5 (Del. 2000) (Lamb, V.C., sitting by designation, concurring) (distinguishing contract analysis from promissory estoppel, under which there is no bargained-for exchange). 46 specific application of the promissory estoppel analysis, which is a separate inquiry from whether an agreement complies with the Statute of Frauds.

2022Aug. 29, 2014). 27 Lord v. Souder, 748 A.2d at 399 (employer provided a direct assurance that plaintiff would be protected from reprisals if she disclosed information of wrongdoing); Harmon, 62 A.3d at 1200-1201 (suspended plaintiff had specifically been told that he would be reinstated if certain criminal charges 11 Accordingly, argues Defendant, since Plaintiff clearly fails to meet the first element of the “promissory estoppel” test, and since all four elements of the promissory estoppel test must be satisfied for Plaintiff to state a claim,28 I can end my analysis here and grant its Motion

2019The doctrine is applied cautiously, and only to prevent manifest injustice.” 104 “The doctrine of 101 See Harmon v. State, 62 A.3d 1198, 1201 (Del. 2013) (quoting McCoy v. State, 277 A.2d 675, 676 (Del. 1971) (considering a promissory estoppel claim against a Delaware state agency and holding that “[a]s a general rule, however, the ‘state is not estopped in the exercise of its governmental functions by the acts of its officers.’”). 102 See Pet’r’s Answering Br. 30. 103 Timmons v. Campbell, 111 A.2d 220 , 224 (Del. 1955). 104 Progressive Int’l.

2019C. § 144(a)(3). 81 Lord v. Souder, 748 A.2d 393, 398-99 (Del. 2000) (citing Chrysler Corp. v. Quimby, 144 A.2d 123, 133 (Del. 1958)); Ramone v. Lang, 2006 WL 905347 , at *14 (Del.

2003See Chrysler v. Quimby, 144 A.2d 123 , 133 (Del.1958).

2017As this Court has explained “[u]nder the doctrine of promissory estoppel, a plaintiff must show by clear and convincing evidence that: (i) a promise was made; (ii) it was the reasonable expectation of the promisor to induce action or forbearance on the 77 See, e.g., Creditors' Comm. of Essex Builders, Inc. v. Farmers Bank, 251 A.2d 546, 548 (Del. 1969) (“A contract will be implied in fact only when the Court may fairly infer such an intent from the evidence; it represents the presumed intention of the parties as indicated by their conduct.”) (citation omitted). 78 See Pls’ Answering Br. 15. 79

2017As this Court has explained “[u]nder the doctrine of promissory estoppel, a plaintiff must show by clear and convincing evidence that: (i) a promise was made; (ii) it was the reasonable expectation of the promisor to induce action or forbearance on the 77 See, e.g., Creditors' Comm. of Essex Builders, Inc. v. Farmers Bank, 251 A.2d 546, 548 (Del. 1969) (“A contract will be implied in fact only when the Court may fairly infer such an intent from the evidence; it represents the presumed intention of the parties as indicated by their conduct.”) (citation omitted). 78 See Pls’ Answering Br. 15. 79

2025Oct. 26, 2022) (quoting Chrysler Corp. (Delaware) v. Chaplake Hldgs., Ltd., 822 A.2d 1024, 1034 (Del. 2003)), aff’d, 303 A.3d 51 (Del. 2023). 13 narrow.56 A promissory estoppel claim “requires a real promise, not just mere expressions of expectation, opinion or assumption.”57 In other words, such a promise must be reasonably definite and certain.”58 Determining a party’s intent to be bound by a promise is an objective inquiry that focuses on the overt manifestation of assent, not subjective intent.59 For a court to conclude that the parties intended to be bound—and enforce the agreement as a b

2022R. 56(e). 16 Lujan v. National Wildlife Fed’n, 497 U.S. 871, 888 (1990). 7 forbearance on the part of the promisee; (3) the promisee reasonably relied on the promise and took action to his detriment, and, (4) such promise is binding because injustice can be avoided only by enforcement of the promise.17 The purpose of the promissory estoppel doctrine is “to prevent injustice.” 18 The doctrine is, in essence, a substitute for consideration where no contract, or other means of enforcing the promise, exists. 19 P romissory estoppel does not create a contract where none exists, but, on appropriate

2020SIGA Technologies, Inc. v. PharmAthene, Inc., 67 A.3d 330, 348 (Del. 2013) (“Promissory estoppel does not apply, however, where a fully integrated, enforceable contract governs the promise at issue.”). 56 interference with prospective business relations are “(a) the reasonable probability of a business opportunity, (b) the intentional interference by defendant with that opportunity, (c) proximate causation, and (d) damages.” Malpiede v. Townson, 780 A.2d 1075, 1099 (Del. 2001) (internal citations omitted).

2019“Therefore,” our Supreme Court wrote, “because this is a dispute about enforcement of a bargained-for contract right, we conclude that the remedy [the appellant] seeks is not equitable estoppel.” Id. 233 Nevins v. Bryan, 885 A.2d 233, 249 (Del.

2019The doctrine is applied cautiously, and only to prevent manifest injustice.” 104 “The doctrine of 101 See Harmon v. State, 62 A.3d 1198, 1201 (Del. 2013) (quoting McCoy v. State, 277 A.2d 675, 676 (Del. 1971) (considering a promissory estoppel claim against a Delaware state agency and holding that “[a]s a general rule, however, the ‘state is not estopped in the exercise of its governmental functions by the acts of its officers.’”). 102 See Pet’r’s Answering Br. 30. 103 Timmons v. Campbell, 111 A.2d 220 , 224 (Del. 1955). 104 Progressive Int’l.

2018See Ramone , 2006 WL 905347 , at *14 ("Promissory estoppel involves 'informal promises for which there was no bargained-for exchange but which may be enforceable because of antecedent factors that caused them to be made or because of subsequent action that they caused to be taken in reliance.' The purpose of the promissory estoppel doctrine is to prevent injustice.") (internal citations omitted); Nemec v. Shrader , 991 A.2d 1120 , 1130 (Del. 2010) ("Unjust enrichment is 'the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the funda

2017Capital Holdings LLC, 227 A.3d 531 , 536 (Del. 201 i); D0e v. Cedars Academy, No. 09c-09-136, 2010 wL 5825343, at *3 (Del. super. oct. 27, 2010). 65 Ramunno v. Crawley, 705 A.2d 1029, 1034 (Del. 1998). 66 Daniels v. select Porzfolio Servicmg, lnc., 246 Cal. App. 41h 1150, 1178, 201 cat Rptr. 3d 390, 416 (2016), review denied (July 27, 2016). 67 Pl.’s Opp. at 9. 10 ln Aronowicz v. Nalley ’s Inc.,68 the California Court of Appeal upheld a trial court’s verdict on a plaintiffs’ promissory estoppel claim.

2016Clair.104 There, court held that “[t]he facts forming the basis of an estoppel must be clearly proven and not capable of bearing any other construction.” 105 Defendants have not shown, however, that West Virginia courts apply the excerpted holding from Wallace in 101 Id. ¶¶ 27. 102 Id. ¶¶ 50, 63, 69. 103 Id. ¶¶ 63, 69. 104 127 S.E.2d 742, 757 (W.

2014Ctr., Inc. v. Bailey, 913 A.2d 543, 555 (Del. 2006). 10 Wainwright v. State, 504 A.2d 1096, 1100 (Del. 1986). 8 the jury could have found the parties entered into a commission relationship in April 2008, and the Superior Court should not have denied his request for a promissory estoppel instruction.

2014Ctr., Inc. v. Bailey, 913 A.2d 543, 555 (Del. 2006). 10 Wainwright v. State, 504 A.2d 1096, 1100 (Del. 1986). 8 the jury could have found the parties entered into a commission relationship in April 2008, and the Superior Court should not have denied his request for a promissory estoppel instruction.

2014LLC, 891 A.2d 1032, 1050 (Del.