promissory estoppel doctrine in Ohio

2017I disagree, however, with the majority's resolution of this assignment of error. {¶ 54} Under the equitable doctrine of promissory estoppel, "[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee 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." McCroskey v. State , 8 Ohio St.3d 29 , 30, 456 N.E.2d 1204 (1983) ; Talley v. Teamsters Local No. 377 , 48 Ohio St.2d 142 , 146, 357 N.E.2d 44 (1976).

2017I disagree, however, with the majority's resolution of this assignment of error. {¶ 54} Under the equitable doctrine of promissory estoppel, "[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee 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." McCroskey v. State , 8 Ohio St.3d 29 , 30, 456 N.E.2d 1204 (1983) ; Talley v. Teamsters Local No. 377 , 48 Ohio St.2d 142 , 146, 357 N.E.2d 44 (1976).

2015No. 14950, (Aug. 30, 1995); McCarthy, Lebit, Crystal & Haiman Co., L.P.A. v. First Union Mgt., Inc., 87 Ohio App.3d 613 , 622 N.E.2d 1093 (8th Dist.1993). {¶33} There is no evidence suggesting that either of these requirements to the promissory estoppel exception occurred in this case.

2015No. 14950, (Aug. 30, 1995); McCarthy, Lebit, Crystal & Haiman Co., L.P.A. v. First Union Mgt., Inc., 87 Ohio App.3d 613 , 622 N.E.2d 1093 (8th Dist.1993). {¶33} There is no evidence suggesting that either of these requirements to the promissory estoppel exception occurred in this case.

2026Bank, 75 Ohio St.3d 433, 440 (1996) (promissory estoppel cannot be used to alter an unambiguous written contract with parol evidence of an oral promise on the same subject matter); QDP at ¶ 49-50 (“the agreement between the parties is contractual in nature and precludes any claim for promissory estoppel”); Seaman v. Fannie Mae, 2009-Ohio-4030 , ¶ 13 (8th Dist.) (noting a promissory estoppel theory could be pursued where the statute of frauds barred the breach of contract claim but then finding statements prior to execution of a purchase agreement were made in anticipation of being bound by onl

2019State Univ., 133 Ohio App.3d 678, 684 (10th Dist.1999) ("where a written contract is properly determined to be unambiguous, the trial court does not err in entering summary judgment, barring the promissory estoppel claim"), citing Ed Schory & Sons, Inc. v. Francis, 75 Ohio St.3d 433, 440-41 (1996).

2025This equitable doctrine “comes into play where the requisites of contract are not met, yet the promise should be enforced to avoid injustice.” Olympic Holding Co., L.L.C. v. ACE Ltd., 2009-Ohio-2057, ¶ 39 , quoting Doe v. Univision Television Group, Inc., 717 So.2d 63, 65 (Fla. App. 1998).

2025Telxon Corp. v. Smart Media of Delaware, Inc., 2005-Ohio-4931, ¶ 58 (9th Dist.); Olympic Holding, 2009-Ohio-2057, at ¶ 39 (“An action for damages under promissory estoppel provides an adequate remedy for an unfulfilled or fraudulent promise.”). {¶ 33} Appellee moved for summary judgment against appellant arguing there was no genuine issue as to any material fact whether appellee is liable to appellant for 17. promissory estoppel because no clear and unambiguous promise existed between the parties about the Maumee home and other personal property. {¶ 34} To satisfy her initial evidentiary burde

2014Relations, 61 Ohio St.3d 366, 369 (1991). {¶17} Further, “[t]o succeed on a promissory estoppel claim, a party must show (1) a clear and unambiguous promise; (2) reliance on that promise; (3) reliance that was reasonable and foreseeable; and (4) damages caused by that reliance.” Howkins at ¶ 22 , quoting Current Source, Inc. v. Elyria City School Dist., 157 Ohio App.3d 765 , 2004-Ohio-3422, ¶ 31 (9th Dist.). {¶18} The Supreme Court of Ohio has described bad faith as “‘a general and somewhat indefinite term.

2014Relations, 61 Ohio St.3d 366, 369 (1991). {¶17} Further, “[t]o succeed on a promissory estoppel claim, a party must show (1) a clear and unambiguous promise; (2) reliance on that promise; (3) reliance that was reasonable and foreseeable; and (4) damages caused by that reliance.” Howkins at ¶ 22 , quoting Current Source, Inc. v. Elyria City School Dist., 157 Ohio App.3d 765 , 2004-Ohio-3422, ¶ 31 (9th Dist.). {¶18} The Supreme Court of Ohio has described bad faith as “‘a general and somewhat indefinite term.

2007An at-will employee may be discharged at any time and for any reason, with only three exceptions: violation of public policy, Phung v. Waste Mgt, Inc. (1986), 23 Ohio St.3d 100 , paragraph one of the syllabus, as modified by Kulch v. Structural Fibers, Inc. (1997), 78 Ohio St.3d 134 , 149 ; violation of express contractual provisions, Mers , 19 Ohio St.3d at 103 -104 ; or representations made to an employee that fall within the doctrine of promissory estoppel.

2007Under Ohio law, "unless otherwise agreed, either party to an oral employment-at-will employment agreement may terminate the employment relationship for any reason which is not contrary to law." Mers v. Dispatch Printing Co. (1985), 19 Ohio St.3d 100 , paragraph one of the syllabus. {¶ 29} The doctrine of promissory estoppel may be applied to at-will employment relationships where the employee is able to demonstrate that: (1) the employer made a representation of continued employment that could be deemed a promise; (2) the *Page 16 employee relied upon the promise; (3) that reliance was reasona

2025See McCroskey v. State, 8 Ohio St.3d 29, 30 (1983) (the promisor must have made a promise to the promisee “which should have reasonably been expected to induce action”); Zelina v. Hillyer, 2005-Ohio-5803, ¶ 19 (9th Dist.) (“The promissory estoppel doctrine requires an actual reliance to one’s detriment on a clear and unambiguous promise that would be objectively reasonable and foreseeable to rely upon.”). {¶34} Thus, “vague or ambiguous references” do not suffice to establish the element of a clear and unambiguous promise.

2017I disagree, however, with the majority's resolution of this assignment of error. {¶ 54} Under the equitable doctrine of promissory estoppel, "[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee 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." McCroskey v. State , 8 Ohio St.3d 29 , 30, 456 N.E.2d 1204 (1983) ; Talley v. Teamsters Local No. 377 , 48 Ohio St.2d 142 , 146, 357 N.E.2d 44 (1976).

2021No. 00AP-1214, 2001 Ohio App. LEXIS 3861 (Aug. 30, 2001), citing Daup v. Tower Cellular, Inc., 136 Ohio App.3d 555, 563 (10th Dist.2000).

2002Id. {¶ 23} The Eighth Appellate District has narrowed the promissory estoppel exception to the statute of frauds by adding the requirement that there be either (1) a misrepresentation that the statute's requirements have been complied with or (2) a promise to make a memorandum of the agreement.

2007See Kelly v. Georgia-Pacific Corp. (1989), 46 Ohio St.3d 134 , paragraph three of the syllabus; Jelinek v. Abbott Laboratories (Sept. 13, 2001), Franklin App. No. 01AP-217. {¶ 30} A promise of future benefits or opportunities must contain a specific promise of continued employment in order to merit a promissory estoppel exception to the employment-at-will doctrine.

2005"The test in such cases is whether the employer should have reasonably expected its representation to be relied upon by its employee and, if so, whether the expected action or forbearance actually resulted and was detrimental to the employee." Id. at paragraph three of the syllabus. {¶ 29} A specific promise of employment until retirement may, if made under circumstances in which reliance upon the promise is reasonable, support a promissory estoppel claim.

2025“The party asserting promissory estoppel bears the burden of proving, by clear and convincing evidence, all the elements of the claim.” Yorkland, Ltd. v. Kildow, 2025- Ohio-152, ¶ 28 (5th Dist.). {¶43} However, “[c]ourts generally apply the promissory-estoppel exception to the statute of frauds defense ‘only in narrow circumstances.’” Sode v. Muskingum County Court of Common Pleas, 2019-Ohio-4647, ¶ 14 (5th Dist.), quoting HAD Ents. v. Galloway, 2011-Ohio-57, ¶ 26 (4th Dist.).

2019“Courts generally apply the promissory-estoppel exception to the statute of frauds defense ‘only in narrow circumstances.’ ” HAD Ents. v. Galloway, 192 Ohio App.3d 133, 145 , 2011-Ohio-57 , 948 N.E.2d 473, ¶26 (4th Dist.), citing Beaverpark Assoc. v. Larry Stein Realty Co., 2nd Dist.

2021No. 00AP-1146, 2001 Ohio App. LEXIS 4793 , 2001-Ohio- 4111 (Oct. 25, 2001), citing Mers at 105 . {¶ 14} "A promise of future benefits or opportunities without a specific promise of continued employment does not support a promissory estoppel exception to the employment-at-will doctrine." Wing v. Anchor Media, Ltd. of Texas, 59 Ohio St.3d 108 (1991), paragraph two of the syllabus.

2008Such illuminates the ambiguous nature of what appellant alleges occurred, and therefore, is insufficient to constitute a meeting of the minds to create a contract so as to alter the employment relationship from one of at-will to one of indefiniteness. {¶ 40} Further, "[a] promise of future benefits or opportunities without a specific promise of continued employment does not support a promissory estoppel exception to the employment-at-will doctrine." Wing v. Anchor Media, Ltd. of Texas (1991), 59 Ohio St.3d 108 , paragraph two of the syllabus. .

2024First Assignment of Error – Promissory Estoppel {¶ 12} In its first assignment of error, Speed Way argues the trial court erred in granting the city’s motion for summary judgment on the promissory estoppel claim. {¶ 13} As we explained in Speed Way I, the doctrine of promissory estoppel provides “ ‘[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or No. 24AP-141 5 forbearance is binding if injustice can be avoided only by enforcement of the promise.’ ” (Further quotations and

2024First Assignment of Error – Promissory Estoppel {¶ 12} In its first assignment of error, Speed Way argues the trial court erred in granting the city’s motion for summary judgment on the promissory estoppel claim. {¶ 13} As we explained in Speed Way I, the doctrine of promissory estoppel provides “ ‘[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or No. 24AP-141 5 forbearance is binding if injustice can be avoided only by enforcement of the promise.’ ” (Further quotations and

1999For a representation to support a promissory-estoppel exception to employment at will, the statement must be a "specific promise of continued employment." Wing v. Anchor Media, Ltd. of Texas (1991), 59 Ohio St.3d 108 , 570 N.E.2d 1095 ; Helmick v. Cincinnati Word Processing, Inc. (1989), 45 Ohio St.3d 131 , 543 N.E.2d 1212 ; Trader v. People Working Cooperatively, Inc. (1994), 104 Ohio App.3d 690 , 663 N.E.2d 335 .

1999For a representation to support a promissory-estoppel exception to employment at will, the statement must be a "specific promise of continued employment." Wing v. Anchor Media, Ltd. of Texas (1991), 59 Ohio St.3d 108 , 570 N.E.2d 1095 ; Helmick v. Cincinnati Word Processing, Inc. (1989), 45 Ohio St.3d 131 , 543 N.E.2d 1212 ; Trader v. People Working Cooperatively, Inc. (1994), 104 Ohio App.3d 690 , 663 N.E.2d 335 .

2003Karnes, 51 Ohio St.3d at 142 , 555 N.E.2d 280 . {¶ 46} Although some courts have allowed a promissory-estoppel claim to bar a Statute of Frauds defense, this court has limited the application of promissory estoppel to eases where there has been either a misrepresentation that the Statute of Frauds’ requirements have been complied with or a promise to make a memorandum of the agreement.

2003Karnes, 51 Ohio St.3d at 142 , 555 N.E.2d 280 . {¶ 46} Although some courts have allowed a promissory-estoppel claim to bar a Statute of Frauds defense, this court has limited the application of promissory estoppel to eases where there has been either a misrepresentation that the Statute of Frauds’ requirements have been complied with or a promise to make a memorandum of the agreement.

2026Co., 2021-Ohio-1625 (3d Dist.); Zapata Real Estate L.L.C. v. Monty Realty, Ltd., 2014-Ohio-5550 (8th Dist.). -6- Warren CA2025-05-033 {¶ 16} For a promissory estoppel claim to succeed, "the threshold element of a promise must be met." McCroskey at 30 .

2025Instead, when “an alleged promise is sufficiently vague or ambiguous that the parties do not have a clear understanding that a commitment has been made and, specifically, what that commitment is or requires, there is no promise to be enforced under the doctrine of promissory estoppel.” Zapata Real Estate, L.L.C. v. Monty Realty, Ltd., 2014-Ohio-5550, ¶ 40 (8th Dist.) (trial court properly entered summary judgment in promissory-estoppel case when the promise that lender agreed “to ‘work with’ a borrower to ‘restructure’ a loan” was “ambiguous on its face”); see Garb– Ko, Inc. v. Benderson, 2013

2014Under the doctrine of promissory estoppel, "a promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does in fact induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise." Condon v. Body, Vickers & Daniels, 99 Ohio App.3d 12, 20 (8th Dist.1994). {¶ 30} However, Kelly's argument is unpersuasive as the Supreme Court has held that "the doctrines of equitable estoppel and promissory estoppel are inapplicable against a political subdivision when the political subd

2000Wing, supra at 110-11 ; see, also, Srail v. RJF International Corp. (1998), 126 Ohio App.3d 689 , 709 (statements that if employees worked hard and were successful, they would be presented with unbelievable opportunities for professional growth promotion, and security were not sufficient promises of continued employment); Condon v. Body, Vickers and Daniels (1994), 99 Ohio App.3d 12 , 20-21 (vague, indefinite promises of future employment will not support a promissory estoppel claim); Scanlon v. Tremco (Dec. 3, 1998), Cuyahoga App. No. 73808, unreported (statements by employer that plaintiff h

2026A promise is "'a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made.'" Stull v. Combustion Eng., Inc., 72 Ohio App.3d 553, 557 (3d Dist. 1991), quoting 1 Restatement of the Law, Contracts 2d, § 2(1) (1981).

2006Schepflin v. Sprint-United Telephone of Ohio (April 29, 1997), Richland App. No. 96-CA-62-2, citing Stull v. Combustion Engineering, Inc. (1991), 72 Ohio App.3d 553 , 557 . {¶ 13} We thus first turn to the "promise" element of the doctrine of promissory estoppel.

2025Opportunities in Greater Cleveland, 2021-Ohio-4517 , 2021 WL 6068835 , ¶ 29 (8th Dist.), quoting Americana Invest.

2024Opportunities in Greater Cleveland, 2021-Ohio-4517, ¶ 29 (8th Dist.), quoting Americana Invest.

2025Telxon Corp. v. Smart Media of Delaware, Inc., 2005-Ohio-4931, ¶ 58 (9th Dist.); Olympic Holding, 2009-Ohio-2057, at ¶ 39 (“An action for damages under promissory estoppel provides an adequate remedy for an unfulfilled or fraudulent promise.”). {¶ 33} Appellee moved for summary judgment against appellant arguing there was no genuine issue as to any material fact whether appellee is liable to appellant for 17. promissory estoppel because no clear and unambiguous promise existed between the parties about the Maumee home and other personal property. {¶ 34} To satisfy her initial evidentiary burde

2009There is also the doctrine of promissory estoppel. {¶ 24} In Ohio, “ ‘[promissory estoppel is a quasi-contractual concept where a court in equity seeks to prevent injustice by effectively creating a contract where none existed.’ ” Telxon Corp. v. Smart Media of Delaware, Inc., Summit App. Nos. 22098 and 22099, 2005-Ohio-4931 , 2005 WL 2292800 , ¶ 58, quoting Stickler v. KeyCorp, 8th Dist.

2019State Univ., 133 Ohio App.3d 678, 684 (10th Dist.1999) ("where a written contract is properly determined to be unambiguous, the trial court does not err in entering summary judgment, barring the promissory estoppel claim"), citing Ed Schory & Sons, Inc. v. Francis, 75 Ohio St.3d 433, 440-41 (1996).

2019State Univ., 133 Ohio App.3d 678, 684 (10th Dist.1999) ("where a written contract is properly determined to be unambiguous, the trial court does not err in entering summary judgment, barring the promissory estoppel claim"), citing Ed Schory & Sons, Inc. v. Francis, 75 Ohio St.3d 433, 440-41 (1996).

2016See Snyder v. Ag Trucking, Inc., 57 F.3d 484, 488-489 (6th Cir.1995) (affirming dismissal of plaintiff’s promissory estoppel claim where the plaintiff was told there would be a place at the new terminal for him, that he would be given every opportunity to “go and grow” with the new company, and was told about the retirement plan and that he could expect to be there until retirement); Hoyt v. Nationwide Mut.

2004Helmick, at 136; Condon v. Body, Vickers and Daniels (1994), 99 Ohio App.3d 12 ; Snyder v. AG Trucking, Inc. (C.A. 6, 1995), 57 F.3d 484 , 489 .