promissory estoppel doctrine in Pennsylvania

2026At every juncture, USAA urged affirmance of the trial court based upon its findings that Erie, as subrogee, could not maintain a promissory estoppel claim. [J-23-2025] - 7 enforceable a promise made by one party to the other when the promisee relies on the promise and therefore changes his own position to his own detriment.” Id. at 1225 (quoting Crouse v. Cyclops Indus., 745 A.2d 606, 610 (Pa. 2000)).4 The court found that the underlying facts set forth in Erie’s complaint provided for the possible recovery of damages based upon promissory estoppel, and it rebuked the trial court for relying u

2017As Appellants note, “a promissory estoppel claim[ ] is a quasi-contract claim that only exists when there is a determination that no contract was formed.” Appellants’ Brief at 26; see Crouse v. Cyclops Indus., 745 A.2d 606, 610 (Pa. 2000). -9- J-A07006-17 that Huntington reasonably expected Appellants to rely on Huntington’s promises prior to bankruptcy court approval.

1963Co. 425 , our local court commenting on Fried v. Fisher, supra, pointed out that the doctrine of promissory estoppel should not be applied loosely and that certain safeguards are necessary such as (1) that the promise be one likely to induce action, (2) that such action be of a definite and substantial character and (3) that the circumstances be such that injustice can be avoided only by the enforcement of the promise.

1956The court, in its general charge, correctly stated that it would be necessary for the plaintiffs, in order to sustain this, to show all the elements of a promissory estoppel under the doctrine of promissory estoppel as stated in the Restatement of Contracts, §90, providing as follows: “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 enforcement of the promise.” This is the law of Pennsylvania: F

1991The Supreme Court in Stelmack v. Glen Alden Coal Co., 339 Pa. 410, 416 , 14 A.2d 127, 129 (1940), explained that this doctrine of promissory estoppel (detrimental reliance) must be cautiously applied: The doctrine of promissory estoppel ... may be invoked only in those cases where all the elements of a true estoppel are present, for if it is loosely applied any promise, regardless of the complete absence of consideration, would be enforceable.

1991The Supreme Court in Stelmack v. Glen Alden Coal Co., 339 Pa. 410, 416 , 14 A.2d 127, 129 (1940), explained that this doctrine of promissory estoppel (detrimental reliance) must be cautiously applied: The doctrine of promissory estoppel ... may be invoked only in those cases where all the elements of a true estoppel are present, for if it is loosely applied any promise, regardless of the complete absence of consideration, would be enforceable.

2010See generally Matarazzo v. Millers Mutual Group, Inc., 927 A.2d 689 (Pa.Cmwlth.2007) (en banc) (holding that a municipal authority was entitled to immunity under section 8542 because the plaintiffs’ promissory estoppel claim against the authority actually sounded in tort).

2009Group, Inc., 927 A.2d 689 (Pa.Cmwlth.2007) (holding that detrimental reliance of promisee in a promissory estoppel claim creates consideration necessary for the formation of a contract); Vartan (holding that a quasi contract is a contract implied-in-law).

2023See Lobolito, Inc. v. North Pocono School District, 755 A.2d 1287 , 1292 (Pa. 2000) (where the language used in the complaint was sufficient to make out a promissory estoppel claim for purposes of surviving preliminary objections).

2023See Lobolito, Inc. v. North Pocono School District, 755 A.2d 1287, 1292 (Pa. 2000) (where the language used in the complaint was sufficient to make out a promissory estoppel claim for purposes of surviving preliminary objections).

2019“Promissory estoppel enables a person to enforce a contract-like promise that would be otherwise unenforceable under - 55 - J-M07001-19 contract law principles.” Peluso v. Kistner, 970 A.2d 530, 532 (Pa. Cmwlth. 2009).

2016To maintain a claim for promissory es-toppel (Count [IV]), [Brimmeier] will be required to prove the following: ‘(1) the promisor made a promise that would reasonably be expected to induce action or forbearance on the part of the prom-isee; (2) the promisee actually took action or refrained from taking action in reliance on the promise; and (3) injustice can be avoided only by enforcing the promise.’ Pratter, 11 A.3d at 562 (emphasis added) (quoting Peluso v. Kistner, 970 A.2d 530, 534 (Pa.Cmwlth.2009)).

1996This court agreed with the trial court in both respects, and with respect to the promissory estoppel claim stated that “we merely note that ‘it is a general and fundamental principle of law that persons contracting with a municipal corporation must at their peril inquire into the power of the corporation or its officers to make the contract or incur the debt.’ Pittsburgh Paving Co. v. City of Pittsburgh, 332 Pa. 563, 569 , 3 A.2d 905, 908 (1938).” Pittsburgh Baseball, 630 A.2d at 509 .

1996This court agreed with the trial court in both respects, and with respect to the promissory estoppel claim stated that “we merely note that ‘it is a general and fundamental principle of law that persons contracting with a municipal corporation must at their peril inquire into the power of the corporation or its officers to make the contract or incur the debt.’ Pittsburgh Paving Co. v. City of Pittsburgh, 332 Pa. 563, 569 , 3 A.2d 905, 908 (1938).” Pittsburgh Baseball, 630 A.2d at 509 .

2026Storage & Transfer Co. v. Kaplan, 410 A.2d 292, 294 (Pa. 1979) (“The doctrine embodied in s[ection] 90 of the Restatement (Second) of Contracts, the doctrine of promissory estoppel, is the law of Pennsylvania.”) [J-23-2025] [MO: Donohue, J.] - 3

1983Kaplan, 487 Pa. 485, 489 , 410 A.2d 292 , 294 (1980).

2017Pittsburgh Baseball, Inc. v. Stadium Auth. of Pittsburgh, 630 A.2d 505, 509 (Pa. Cmwlth. 1993) (sustaining a preliminary objection to a promissory estoppel claim because, inter alia, the plaintiff’s reliance on certain oral promises was not reasonable).

2001Here, the trial court determined that as to the promissory estoppel claim, in accordance with Pittsburgh Baseball, Inc. v. Stadium Authority of the City of Pittsburgh, 157 Pa.Cmwlth. 478 , 630 A.2d 505 (1993), one who contracts with a municipal corporation must at their peril inquire into the power of the corporation or its officers to make the contract or incur debts.

2000A party seeking to establish a cause of action based on promissory estoppel must establish that: “(1) the promisor made a promise that he should have reasonably expected would induce action or forbearance on the part of the prom-isee; (2) the promisee actually took action or refrained from taking action in reliance on the promise; and (3) injustice can be avoided only by enforcing the promise.” Shoemaker, supra. Id. ¶ 49 However, the doctrine of promissory estoppel does not apply if the complaining party acted on its own will and not as the result of the defendant’s representations.

2000A party seeking to establish a cause of action based on promissory estoppel must establish that: “(1) the promisor made a promise that he should have reasonably expected would induce action or forbearance on the part of the prom-isee; (2) the promisee actually took action or refrained from taking action in reliance on the promise; and (3) injustice can be avoided only by enforcing the promise.” Shoemaker, supra. Id. ¶ 49 However, the doctrine of promissory estoppel does not apply if the complaining party acted on its own will and not as the result of the defendant’s representations.

2023To recap, Broker filed a three-count complaint alleging that: (1) Sellers breached the Brokerage Agreement by failing to pay the commission and were therefore liable under a breach of contract theory; (2) “[i]n the event that a claim for breach of contract fails, in the alternative, Sellers are liable to Broker under the doctrine of promissory estoppel;” and (3) “[i]n the event that a claim for breach of contract fails, in the alternative, Sellers were unjustly enriched.” Complaint, 9/1/20, at 7-10 Broker filed these contract and quasi-contract claims in the alternative because it is axiomatic

2019See id. at 12 (citing Complaint, 10/22/18, at ¶¶ 19-21).

2018“However, the doctrine of promissory estoppel does not apply if the complaining party acted -7- J-A20015-18 on its own will and not as the result of the [promisor’s] representations.” GMH Associates, Inc. v. Prudential Realty Group, 752 A.2d 889, 904 (Pa. Super. 2000).

2017As Huntington did not have any contractual obligations after the condition precedent was not satisfied, Appellants’ complaint failed to adequately plead a breach of contract action if the parties entered into a valid oral contract. -8- J-A07006-17 In their second issue, Appellants argue that they adequately pled a promissory estoppel claim.6 The elements necessary to plead a cause of action for promissory estoppel are: “(1) the promisor made a promise that [it] should have reasonably expected would induce action or forbearance on the part of the promisee; (2) the promisee actually took action

2017Id. at 276 .

2016To maintain a claim for promissory es-toppel (Count [IV]), [Brimmeier] will be required to prove the following: ‘(1) the promisor made a promise that would reasonably be expected to induce action or forbearance on the part of the prom-isee; (2) the promisee actually took action or refrained from taking action in reliance on the promise; and (3) injustice can be avoided only by enforcing the promise.’ Pratter, 11 A.3d at 562 (emphasis added) (quoting Peluso v. Kistner, 970 A.2d 530, 534 (Pa.Cmwlth.2009)).

2016Initially, “[t]o seek relief under the doctrine of promissory estoppel, plain-, tiffs must plead all facts necessary to support such a claim in their complaint.” Widener Univ. v. Fred S. James & Co,, Inc., 371 Pa.Super. 79 , 537 A.2d 829, 832 (1988).

2016Initially, “[t]o seek relief under the doctrine of promissory estoppel, plain-, tiffs must plead all facts necessary to support such a claim in their complaint.” Widener Univ. v. Fred S. James & Co,, Inc., 371 Pa.Super. 79 , 537 A.2d 829, 832 (1988).

2015Ct. 1989); Atcovitz v. Gulph Mills Tennis Club. inc., 812 A.2d 1218, 1222 (Pa. 2002). 20 Johnson v. Harris, 615 A.2d 771, 775 (Pa. Super Ct. 1992); .ki.1§, 567 A.2d at 692 . 21 Id. 4 Circulated 08/31/2015 11:25 AM Statute of Limitations; (2) no factual or legal basis exists to toll the Statute; and (3) Tecton failed satisfy the necessary elements for a promissory estoppel claim.

2015Ct. 1989); Atcovitz v. Gulph Mills Tennis Club. inc., 812 A.2d 1218, 1222 (Pa. 2002). 20 Johnson v. Harris, 615 A.2d 771, 775 (Pa. Super Ct. 1992); .ki.1§, 567 A.2d at 692 . 21 Id. 4 Circulated 08/31/2015 11:25 AM Statute of Limitations; (2) no factual or legal basis exists to toll the Statute; and (3) Tecton failed satisfy the necessary elements for a promissory estoppel claim.

2006See DelConte v. Stefonick, 268 Pa. Super. 572, 577 , 408 A.2d 1151, 1153 (1979).

2006See DelConte v. Stefonick, 268 Pa. Super. 572, 577 , 408 A.2d 1151, 1153 (1979).

2003Co., 767 A.2d 572, 576 (Pa.Super.2001) (holding that where the trial court reaches a correct disposition, this Court can affirm on any basis). ¶ 18 This Court has stated the promissory estoppel doctrine as follows: a promise [2] which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee and [3] which does induce such action or forbearance is binding if [4] injustice can be avoided only by the enforcement of the promise.

2003Cf. Robert Mattery Lumber Corp. v. B. & F. Assoc., Inc., 294 Pa.Super. 508 , 440 A.2d 579, 582 (1982) (noting that Judge Learned Hand considered promissory estoppel to be a “recognized species of consideration,” while Justice Cardozo countervailingly thought it “a substitute for consideration”).

2000Ravin, Inc. v. First City Co., 692 A.2d 577, 581 (Pa.Super.1997) (citing First Home Savings Bank, supra). ¶ 50 The trial court found that the doctrine of promissory estoppel applied to GMH’s claims that (1) Prudential promised to keep the Property off the market while negotiations with GMH continued; and (2) Prudential promised to sell the Property to GMH for $107.25 million. ¶ 51 We conclude the court erred in finding these “promises” were enforceable for the same reasons we find that no contract arose and that no fraud was committed.

2000Ravin, Inc. v. First City Co., 692 A.2d 577, 581 (Pa.Super.1997) (citing First Home Savings Bank, supra ). ¶ 50 The trial court found that the doctrine of promissory estoppel applied to GMH's claims that (1) Prudential promised to keep the Property off the market while negotiations with GMH continued; and (2) Prudential promised to sell the Property to GMH for $107.25 million. ¶ 51 We conclude the court erred in finding these "promises" were enforceable for the same reasons we find that no contract arose and that no fraud was committed.