promissory estoppel doctrine in Connecticut

2018"Promissory estoppel is asserted when there is an absence of consideration to support a contract.... [T]he doctrine of promissory estoppel serves as an alternative basis to enforce a contract in the absence of competing common-law considerations ...." (Citation omitted; internal quotation marks omitted.) Glazer v. Dress Barn, Inc. , 274 Conn. 33 , 88-89, 873 A.2d 929 (2005)." Although the promise must be clear and definite, it need not be the equivalent of an offer to enter into a contract because [t]he prerequisite for ... application [of the doctrine of promissory estoppel] is a promise and

2018"Promissory estoppel is asserted when there is an absence of consideration to support a contract.... [T]he doctrine of promissory estoppel serves as an alternative basis to enforce a contract in the absence of competing common-law considerations ...." (Citation omitted; internal quotation marks omitted.) Glazer v. Dress Barn, Inc. , 274 Conn. 33 , 88-89, 873 A.2d 929 (2005)." Although the promise must be clear and definite, it need not be the equivalent of an offer to enter into a contract because [t]he prerequisite for ... application [of the doctrine of promissory estoppel] is a promise and

2002Thus, a promisor is not liable to a promisee who has relied on a promise if, judged by an objective standard, he had no reason to expect any reliance at all." (Emphasis added; internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc. , 49 Conn. App. 152 , 162-63 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998) Section 38a-724 is unambiguous.

2001With regard to the second count, "under 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 induce action or forbearance is binding if injustice can be avoided only by enforcement of the promise." (Internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc ., 49 Conn. App. 152 , 162 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998).

2002Thus, a promisor is not liable to a promisee who has relied on a promise if, judged by an objective standard, he had no reason to expect any reliance at all." (Emphasis added; internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc. , 49 Conn. App. 152 , 162-63 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998) Section 38a-724 is unambiguous.

2001With regard to the second count, "under 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 induce action or forbearance is binding if injustice can be avoided only by enforcement of the promise." (Internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc ., 49 Conn. App. 152 , 162 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998).

2001With regard to the second count, "under 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 induce action or forbearance is binding if injustice can be avoided only by enforcement of the promise." (Internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc ., 49 Conn. App. 152 , 162 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998).

2001With regard to the second count, "under 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 induce action or forbearance is binding if injustice can be avoided only by enforcement of the promise." (Internal quotation marks omitted.) Wellington Systems, Inc. v. Redding Group, Inc ., 49 Conn. App. 152 , 162 , 714 A.2d 21 , cert. denied, 247 Conn. 905 , 720 A.2d 516 (1998).

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2021A fundamental ele- ment of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.’’ (Internal quotation marks omitted.) McClancy v. Bank of America, N.A., 176 Conn. App. 408, 415 , 168 A.3d 658 , cert. denied, 327 Conn. 975 , 174 A.3d 195 (2017). ‘‘Under our [well established] law, any claim of estoppel is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say some- thing calculated or intended to induce another party to believe that certain facts exis

2014We further conclude that the trial court properly admitted evidence in support of the plaintiffs’ promissory estoppel claim because Smulders’ promise did not vary or contradict the subject matter of the distribution agreement. ‘‘[T]he parol evidence rule is not an exclusionary rule of evidence . . . but a rule of substantive contract law . . . to which we afford plenary review.’’ (Internal quo- tation marks omitted.) Alstom Power, Inc. v. Balcke- Durr, Inc., 269 Conn. 599, 609 , 849 A.2d 804 (2004); Ravenswood Construction, LLC v. F. L.

2014We further conclude that the trial court properly admitted evidence in support of the plaintiffs’ promissory estoppel claim because Smulders’ promise did not vary or contradict the subject matter of the distribution agreement. ‘‘[T]he parol evidence rule is not an exclusionary rule of evidence . . . but a rule of substantive contract law . . . to which we afford plenary review.’’ (Internal quo- tation marks omitted.) Alstom Power, Inc. v. Balcke- Durr, Inc., 269 Conn. 599, 609 , 849 A.2d 804 (2004); Ravenswood Construction, LLC v. F. L.

2014The court in that case noted that the Restatement (Second) of Contracts “considers a promissory estoppel claim as equivalent to one for breach of contract: ‘A promise binding under this section is a contract, and full-scale enforcement by normal remedies is often appropriate.’ ” (Emphasis omitted.) Id., 903 , citing 1 Restatement (Second), Contracts § 90, comment (d) (1981).

2014The court in that case noted that the Restatement (Second) of Contracts ‘‘considers a promissory estoppel claim as equivalent to one for breach of contract: ‘A promise binding under this section is a contract, and full-scale enforcement by normal remedies is often appro- priate.’ ’’ (Emphasis omitted.) Id., 903 , citing 1 Restatement (Second), Con- tracts § 90, comment (d) (1981).

2014The court then observed that ‘‘except for its equitable nature and the lack of a necessity for consideration, promissory estoppel claims are akin to contract actions, including the recovery of dam- ages and the proof necessary to recover them.’’ Id.; cf. Sheets v. Teddy’s Frosted Foods, Inc., 179 Conn. 471, 475 , 427 A.2d 385 (1980) (promissory estoppel originated as ‘‘[t]he development of liability in contract for action induced by reliance upon a promise, despite the absence of common-law consideration normally required to bind a promisor’’ [emphasis added]).

2014The court then observed that ‘‘except for its equitable nature and the lack of a necessity for consideration, promissory estoppel claims are akin to contract actions, including the recovery of dam- ages and the proof necessary to recover them.’’ Id.; cf. Sheets v. Teddy’s Frosted Foods, Inc., 179 Conn. 471, 475 , 427 A.2d 385 (1980) (promissory estoppel originated as ‘‘[t]he development of liability in contract for action induced by reliance upon a promise, despite the absence of common-law consideration normally required to bind a promisor’’ [emphasis added]).

2014Merritt, Inc., 105 Conn. App. 7, 14 , 936 A.2d 679 (2007). ‘‘The rule is premised upon the idea that when the parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncer- tainty as to the object or extent of such engagement, it is conclusively presumed, that the whole engagement of the parties, and the extent and manner of their under- standing, was reduced to writing.

2014Merritt, Inc., 105 Conn. App. 7, 14 , 936 A.2d 679 (2007). ‘‘The rule is premised upon the idea that when the parties have deliberately put their engagements into writing, in such terms as import a legal obligation, without any uncer- tainty as to the object or extent of such engagement, it is conclusively presumed, that the whole engagement of the parties, and the extent and manner of their under- standing, was reduced to writing.

2012A fundamental element of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.” (Internal quotation marks omitted.) Saye v. Howe, 92 Conn. App. 638, 647-48 , 886 A.2d 1239 (2005).

2012A fundamental element of promissory estoppel, therefore, is the existence of a clear and definite promise which a promisor could reasonably have expected to induce reliance.” (Internal quotation marks omitted.) Saye v. Howe, 92 Conn. App. 638, 647-48 , 886 A.2d 1239 (2005).

2010To the extent that the resolution of the plaintiffs claims would require the finder of fact to inquire into matters of church doctrine and governance, his claims are barred by the first amendment. 8 The plaintiff entitled this count “breach of a promissory estoppel of an implied contract.” “The difference between a contract claim and a promissory estoppel claim is merely that in one instance a court enforces a promise *676 because it was part of a bargain, and in the other a court enforces a promise because it induced unbargained-for reliance.” (Internal quotation marks omitted.) Perricone v.

2010To the extent that the resolution of the plaintiffs claims would require the finder of fact to inquire into matters of church doctrine and governance, his claims are barred by the first amendment. 8 The plaintiff entitled this count “breach of a promissory estoppel of an implied contract.” “The difference between a contract claim and a promissory estoppel claim is merely that in one instance a court enforces a promise *676 because it was part of a bargain, and in the other a court enforces a promise because it induced unbargained-for reliance.” (Internal quotation marks omitted.) Perricone v.

2002Union Carbide Corp v. City of Danbury , 257 Conn. 865 (2001).

2002In a written memorandum of decision denying the application, 2 Judge DeMayo stated that the issues before him were whether "the parties agreed to arbitrate or, in the alternative, [whether] . . . the defendant made a promise to arbitrate that is enforceable under the doctrine of promissory estoppel." (Memorandum of Decision, p. 3.) Judge DeMayo found that "[t]here is no question that these parties did not sign an agreement to arbitrate. . . ." (Memorandum of Decision, p. 3.) Thus, relying on Sawmill Brook Racing Assn., Inc. v. Boston Realty Advisors, Inc. , 39 Conn. App. 444 , 454 , 664 A.2d 8

2002In a written memorandum of decision denying the application, 2 Judge DeMayo stated that the issues before him were whether "the parties agreed to arbitrate or, in the alternative, [whether] . . . the defendant made a promise to arbitrate that is enforceable under the doctrine of promissory estoppel." (Memorandum of Decision, p. 3.) Judge DeMayo found that "[t]here is no question that these parties did not sign an agreement to arbitrate. . . ." (Memorandum of Decision, p. 3.) Thus, relying on Sawmill Brook Racing Assn., Inc. v. Boston Realty Advisors, Inc. , 39 Conn. App. 444 , 454 , 664 A.2d 8

2001In re David, W., 52 Conn. App. 576, 586 , 727 A.2d 264 (1999), rev’d on other grounds, 254 Conn. 676 , 759 A.2d 89 (2000) (“[t]he absence of a clear and definite promise [does] not preclude application of the doctrine of equitable estoppel”); see also 28 Am.

2001In re David, W., 52 Conn. App. 576, 586 , 727 A.2d 264 (1999), rev’d on other grounds, 254 Conn. 676 , 759 A.2d 89 (2000) (“[t]he absence of a clear and definite promise [does] not preclude application of the doctrine of equitable estoppel”); see also 28 Am.

2001In re David, W., 52 Conn. App. 576, 586 , 727 A.2d 264 (1999), rev’d on other grounds, 254 Conn. 676 , 759 A.2d 89 (2000) (“[t]he absence of a clear and definite promise [does] not preclude application of the doctrine of equitable estoppel”); see also 28 Am.

2001In re David, W., 52 Conn. App. 576, 586 , 727 A.2d 264 (1999), rev’d on other grounds, 254 Conn. 676 , 759 A.2d 89 (2000) (“[t]he absence of a clear and definite promise [does] not preclude application of the doctrine of equitable estoppel”); see also 28 Am.

2001I There is no question that these parties did not sign an agreement to arbitrate, but the plaintiff argues that the defendant is bound by the terms of the contract because its "assent is otherwise indicated." (See Schwarzschild v Martin, 191 Conn. 316 , 320-322 , (1983).

2000"When issues of fact are necessary to the determination of a court's jurisdiction, due process requires that a trial-like hearing be held, in which an opportunity is provided to present evidence and to cross-examine adverse witnesses." Standard Tallow Corp. v. Jowdy, 190 Conn. 48 , 56 (1983).

1994The defendant also cites Magnan Anaconda Industries, 193 Conn. 558 , 564-565 (1984) but this is not strictly a promissory estoppel case but a breach of contract claim which sought to read an implied covenant of good faith and fair dealing into an at-will employment contract.

1993CT Page 10244 It is the burden of the party asserting the promissory estoppel claim to establish the existence of these elements and "whether that burden has been satisfied in a particular case is an issue of fact." Middlesex Mutual Assurance Co. v. Walsh, 218 Conn. 681 , 699 , 593 A.2d 498 (1991).

1993CT Page 10244 It is the burden of the party asserting the promissory estoppel claim to establish the existence of these elements and "whether that burden has been satisfied in a particular case is an issue of fact." Middlesex Mutual Assurance Co. v. Walsh, 218 Conn. 681 , 699 , 593 A.2d 498 (1991).

1993CT Page 10244 It is the burden of the party asserting the promissory estoppel claim to establish the existence of these elements and "whether that burden has been satisfied in a particular case is an issue of fact." Middlesex Mutual Assurance Co. v. Walsh, 218 Conn. 681 , 699 , 593 A.2d 498 (1991).

1993CT Page 10244 It is the burden of the party asserting the promissory estoppel claim to establish the existence of these elements and "whether that burden has been satisfied in a particular case is an issue of fact." Middlesex Mutual Assurance Co. v. Walsh, 218 Conn. 681 , 699 , 593 A.2d 498 (1991).

1993The existence of a promissory estoppel claim "`"is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say something calculated or intended to induce another party to believe that certain facts exist and to act on that belief; and the other party must change its position in reliance on those facts, thereby incurring some injury. . . ."'" (Citations omitted.) O'Sullivan v. Bergenty, 214 Conn. 641 , 648 , 573 A.2d 729 (1990).

1993The existence of a promissory estoppel claim "`"is predicated on proof of two essential elements: the party against whom estoppel is claimed must do or say something calculated or intended to induce another party to believe that certain facts exist and to act on that belief; and the other party must change its position in reliance on those facts, thereby incurring some injury. . . ."'" (Citations omitted.) O'Sullivan v. Bergenty, 214 Conn. 641 , 648 , 573 A.2d 729 (1990).