O.C.G.A. § 13-3-44 (2019)

Annotations

Law reviews. - For article discussing the anachronistic nature of the Georgia Contracts Code as dramatized by comparing the doctrine of consideration as it is formulated in the Restatements of Contracts and in Code 1933, Title 20 (now this title), and the interpretative approach Georgia courts have taken in dealing with such Code, see 13 Ga. L. Rev. 499 (1979). (But see amendments by

Ga. L. 1981, p. 876.) For article surveying developments in Georgia real property law from mid-1980 through mid-1981, see 33 Mercer L. Rev. 219 (1981). For note, ‘‘Promissory Estoppel in Georgia,’’ see 2 Mercer L. Rev. 405 (1951). For note, ‘‘Contingency Financing Clauses in Real Estate Sales Contracts in Georgia,’’ see 8 Ga. L. Rev. 186 (1973).

JUDICIAL DECISIONS Analysis General Consideration Promissory Estoppel

1. In General 2. Application Mutual Subscriptions General Consideration Editor’s notes. - In light of the similarity of the provisions, decisions decided prior to Ga. L. 1981, p. 876, which changed the definition of consideration, are included in the annotations for this Code section. Covenant of each party is sufficient consideration to support promise of other. Anderson v. Brown, 72 Ga. 713 (1884); Graham & Ward v. Macon, D. & S.R.R., 120 Ga. 757, 49 S.E. 75 (1904) (decided prior to the passage of Ga. L. 1981, p. 876). To constitute consideration, promise must be sufficiently definite both as to time and subject matter. McMurray v. Bateman, 221 Ga. 240, 144 S.E.2d 345 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Implied promise may be sufficient consideration for express promise. Klag v. Home Ins. Co., 116 Ga. App. 678, 158 S.E.2d 444 (1967) (decided prior to the passage of Ga. L. 1981, p. 876). Promise, which may be good consideration can be either express, or implied from circumstances. Reynolds v. Nevin, 1 Ga. App. 269, 57 S.E. 918 (1907) (decided prior to the passage of Ga. L. 1981, p. 876). Contract may be supported by adequate consideration although promisor never receives any part of the consideration. Fine v. Haas, 120 Ga. App. 524, 171 S.E.2d 372 (1969) (decided prior to the passage of Ga. L. 1981, p. 876). That promisor should receive benefit or consideration is not necessary prerequisite to validity of contract. Miller v. Oglethorpe Univ., 24 Ga. App. 388, 100 S.E. 784 (1919) (decided prior to the passage of Ga. L. 1981, p. 876). That promisor should receive personal benefit is not necessary prerequisite to contract. Glass v. Grant, 46 Ga. App. 327, 167 S.E. 727 (1933) (decided prior to the passage of Ga. L. 1981, p. 876). Promise to buy certain goods is good consideration for promise to sell those goods. Mitchell-Huntley Cotton Co. v. Lawson, 377 F. Supp. 661 (M.D. Ga. 1973) (decided prior to the passage of Ga. L. 1981, p. 876).

Contract by which one party agrees to buy and other party agrees to sell is based on valid considerations. Taunton v. Allenberg Cotton Co., 378 F. Supp. 34 (M.D. Ga. 1973) (decided prior to the passage of Ga. L. 1981, p. 876). Agreement on part of one party to sell for stipulated amount is good consideration for promise of other to buy. Mangum v. Jones, 205 Ga. 661, 54 S.E.2d 603 (1949) (decided prior to the passage of Ga. L. 1981, p. 876). Offer to sell and acceptance of that offer makes complete contract, obligation of each party furnishing sufficient consideration for that of other. Northington-Munger-Pratt Co. v. Farmers’ Gin & Whse. Co., 119 Ga. 851, 47 S.E. 200, 100 Am. St. R. 210 (1904) (decided prior to the passage of Ga. L. 1981, p. 876). Consideration for contract may be promise that agreed beneficial thing shall afterwards be done for maker. Bing v. Bank of Kingston, 5 Ga. App. 578, 63 S.E. 652 (1909) (decided prior to the passage of Ga. L. 1981, p. 876). Mutual promises must be capable of enforcement against parties making promises. - Where mutual promises are relied upon as consideration to support contract, obligations of contract must be mutually binding upon respective parties; and if one assumes under such agreement to do special act beneficial to another, and that other under terms of contract is under no obligation to perform any act of corresponding advantage to former, agreement is without such consideration as will support promise of party assuming to perform. Morrow v. Southern Express Co., 101 Ga. 810, 28 S.E. 998 (1897); Marietta Paper Mfg. Co. v. Bussey & Carswell, 104 Ga. 477, 31 S.E. 415 (1898); Cooley v. Moss, 123 Ga. 707, 51 S.E. 625 (1905); Atlanta Buggy Co. v. Hess Spring & Axle Co., 124 Ga. 338, 52 S.E. 613, 4 L.R.A. (n.s.) 431 (1905); Simpson & Harper v. Sanders & Jenkins, 130 Ga. 265, 60 S.E. 541 (1908); Mason v. Terrell, 3 Ga. App. 348, 60 S.E. 4 (1908); Kamat v. Allatoona Fed. Sav. Bank, 231 Ga. App. 259, 498 S.E.2d 152 (1998) (decided prior to the passage of Ga. L. 1981, p. 876). Promise in each instance must be of such

character as to be capable of enforcement against party making the promise, as otherwise neither party will be bound. A promise must be sufficiently definite both as to time and subject matter. Pepsi-Cola Co. v. Wright, 187 Ga. 723, 2 S.E.2d 73 (1939) (decided prior to the passage of Ga. L. 1981, p. 876). If mutual promises are relied on as consideration to support contract, obligations of contract must be mutually binding upon respective parties. Clement A. Evans & Co. v. Waggoner, 197 Ga. 857, 30 S.E.2d 915 (1944) (decided prior to the passage of Ga. L. 1981, p. 876). While promise of another is good consideration for a promise, promise in each instance must be of such character as to be capable of enforcement against party making the promise, as otherwise neither party will be bound. McMurray v. Bateman, 221 Ga. 240, 144 S.E.2d 345 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Unless promises are of such character contract based thereon is unilateral and not binding. Pepsi-Cola Co. v. Wright, 187 Ga. 723, 2 S.E.2d 73 (1939) (decided prior to the passage of Ga. L. 1981, p. 876). Mutual promises must be concurrent and obligatory upon each party at same time. - When promise of one party is relied on as consideration for other, promises must be concurrent and obligatory upon each at same time in order to render either binding. Mason v. Terrell, 3 Ga. App. 348, 60 S.E. 4 (1908); Peeples v. Citizens’ Nat’l Life Ins. Co., 11 Ga. App. 177, 74 S.E. 1034 (1912), later appeal, 13 Ga. App. 788, 79 S.E. 1135 (1913). See also Chickamauga Mfg. Co. v. Augusta Grocery Co., 23 Ga. App. 163, 98 S.E. 114 (1919) (decided prior to the passage of Ga. L. 1981, p. 876). Mutual promises must be such that each party has right at once to hold other. - Promise is not good consideration for a promise unless there is absolute mutuality of engagement so that each party has right at once to hold other to positive agreement. Clement A. Evans & Co. v. Waggoner, 197 Ga. 857, 30 S.E.2d 915 (1944) (decided prior to the passage of Ga. L. 1981, p. 876). Test of mutuality is to be applied at time contract is to be enforced; and if promisee accomplishes object contemplated, then promise is rendered valid and binding. McMurray v. Bateman, 221 Ga. 240, 144

S.E.2d 345 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Test of mutuality of promise is to be applied, not as of time promise was made, but as of time when promise is to be enforced; therefore promise in subscription paper for given object may be unilateral when made, but if party intended accomplishes object as contemplated, then promise is rendered valid and binding. Owenby v. Georgia Baptist Ass’y, 137 Ga. 698, 74 S.E. 56, 1913B Ann. Cas. 238 (1912) (decided prior to the passage of Ga. L. 1981, p. 876). Mutual promises to convey real estate to each other support enforceable contract. - Written agreement whereby A agrees to convey certain described real estate to B in consideration of B’s agreement to convey certain described real estate to A is such valuable consideration as will support enforceable contract. Webb v. Smith, 220 Ga. 809, 141 S.E.2d 899 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Evidence of an agreement or promise is required to support a claim under a theory of promissory estoppel. Mooney v. Mooney, 245 Ga. App. 780, 538 S.E.2d 864 (2000) (decided prior to the passage of Ga. L. 1981, p. 876). Assignment for promise to sell property and divide proceeds among assignor’s creditors is for consideration. - Assignment based upon promise of assignee to sell property assigned and divide proceeds among assignor’s creditors is not without consideration. Block v. Peter, 63 Ga. 260 (1879) (decided prior to the passage of Ga. L. 1981, p. 876). For wills to be mutual wills, the wills must contain reference that they result from contract. - Agreements to make wills are not established merely because two persons simultaneously make reciprocal testamentary dispositions in favor of each other, when language of such wills contains nothing to effect that instruments are result of contract. Webb v. Smith, 220 Ga. 809, 141 S.E.2d 899 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Contract or agreement between joint testators may be made out from promises made in will. Webb v. Smith, 220 Ga. 809, 141 S.E.2d 899 (1965) (decided prior to the passage of Ga. L. 1981, p. 876). Application to promise to make charitable donation. - See Wilson v. First Presbyterian

General Consideration (Cont’d) Church, 56 Ga. 554 (1876); YMCA v. Estill, 140 Ga. 291, 78 S.E. 1075, 48 L.R.A. (n.s.) 783, 1914D Ann. Cas. 136 (1913); Miller v. Oglethorpe Univ., 24 Ga. App. 388, 100 S.E. 784 (1919); Willingham v. Benton, 25 Ga. App. 412, 103 S.E. 497 (1920) (decided prior to the passage of Ga. L. 1981, p. 876). Contract for sale of real property conditioned upon purchaser’s ability to obtain loan is not unenforceable for lack of mutuality of obligation. Brack v. Brownlee, 246 Ga. 818, 273 S.E.2d 390 (1980) (decided prior to the passage of Ga. L. 1981, p. 876). Cited in Jackson v. Forward Atlanta Comm’n, Inc., 39 Ga. App. 738, 148 S.E. 356 (1929); Brooke v. Kennedy, 172 Ga. 461, 158 S.E. 4 (1931); Sheldon & Co. v. Emory Univ., 52 Ga. App. 628, 184 S.E. 401 (1936); Sinclair Ref. Co. v. Reid, 60 Ga. App. 119, 3 S.E.2d 121 (1939); Stevenson v. Atlanta Mission Holding Corp., 72 Ga. App. 258, 33 S.E.2d 568 (1945); Beazley v. Allen, 61 F. Supp. 929 (M.D. Ga. 1945); Russell v. Smith, 77 Ga. App. 70, 47 S.E.2d 772 (1948); Griffin v. Vandegriff, 205 Ga. 288, 53 S.E.2d 345 (1949); Flatauer v. Goodman, 84 Ga. App. 881, 67 S.E.2d 794 (1951); Faust v. General Fin. & Loan Co., 90 Ga. App. 724, 84 S.E.2d 118 (1954); Georgia Cas. & Sur. Co. v. Hardrick, 211 Ga. 709, 88 S.E.2d 394 (1955); Bailey v. Martin, 101 Ga. App. 63, 112 S.E.2d 807 (1960); Jefferson Mills, Inc. v. United States, 259 F. Supp. 305 (N.D. Ga. 1965); Kelley v. Carson, 120 Ga. App. 450, 171 S.E.2d 150 (1969); DeKalb County v. Georgia Paperstock Co., 226 Ga. 369, 174 S.E.2d 884 (1970); R.L. Kimsey Cotton Co. v. Ferguson, 233 Ga. 962, 214 S.E.2d 360 (1975); Gage v. Tiffin Motor Homes, Inc., 153 Ga. App. 704, 266 S.E.2d 345 (1980); Atkinson v. American Agency Life Ins. Co., 165 Ga. App. 102, 299 S.E.2d 600 (1983); 20/20 Vision Ctr., Inc. v. Hudgens, 256 Ga. 130, 345 S.E.2d 330 (1986); Folks, Inc. v. Dobbs, 181 Ga. App. 311, 352 S.E.2d 212 (1986); Arthur Pew Constr. Co. v. First Nat’l Bank, 827 F.2d 1488 (11th Cir. 1987); Jackson v. Southern Pan & Shoring Co., 258 Ga. 401, 369 S.E.2d 239 (1988); Credit Alliance Corp. v. National Bank, 718 F. Supp. 954 (N.D. Ga. 1989); DeLong Equip. Co. v. Washington Mills Abrasive Co., 887 F.2d 1499 (11th Cir. 1989); American Legion v. Foote & Davies, Inc., 193

Ga. App. 225, 387 S.E.2d 380 (1989); Christensen v. Intelligent Sys. Master Ltd. Partnership, 197 Ga. App. 778, 399 S.E.2d 495 (1990); Maccabees Mut. Life Ins. Co. v. Morton, 941 F.2d 1181 (11th Cir. 1991); Peterson v. First Clayton Bank & Trust Co., 214 Ga. App. 94, 447 S.E.2d 63 (1994); Dooley v. Dun & Bradstreet Software Servs., Inc., 225 Ga. App. 63, 483 S.E.2d 308 (1997); F & W Agriservices, Inc. v. UAP/Ga. Ag. Chem., Inc., 250 Ga. App. 238, 549 S.E.2d 746 (2001); Vernon Library Supplies, Inc. v. Ard, 249 Ga. App. 853, 550 S.E.2d 108 (2001). Promissory Estoppel 1. In General Promissory estoppel is an equitable doctrine designed to prevent the intricacies and details of the law from frustrating the ends of justice. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir. 1991). Doctrine of promissory estoppel has been adopted in Georgia through O.C.G.A. § 13-3-44. Insilco Corp. v. First Nat’l Bank, 248 Ga. 322, 283 S.E.2d 262 (1981) (decided prior to the passage of Ga. L. 1981, p. 876). Principle of promissory estoppel has no application where the promise relied on was for employment for an indefinite period; thus, fired at-will employees’ claims against their employer based on promissory estoppel were dismissed for failure to state a claim upon which relief could be granted. Balmer v. Elan Corp., 278 Ga. 227, 599 S.E.2d 158 (2004). To prevail on a promissory estoppel claim a plaintiff must demonstrate that: (1) the defendant made certain promises; (2) the defendant should have expected that the plaintiff would rely on such promises; and (3) the plaintiff did in fact rely on such promises to the plaintiff ’s detriment. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir. 1991). Under the promissory estoppel doctrine, codified at O.C.G.A. § 13-3-44(a), 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; the essential elements of promissory estoppel

are: (1) the defendant made a promise or promises; (2) the defendant should have reasonably expected the plaintiffs to rely on such promise; (3) the plaintiffs relied on such promise to plaintiffs’ detriment; and (4) an injustice can only be avoided by the enforcement of the promise, because as a result of the reliance, plaintiffs changed plaintiffs’ position to plaintiffs’ detriment by surrendering, foregoing, or rendering a valuable right. McReynolds v. Prudential Ins. Co. of America, 276 Ga. App. 747, 624 S.E.2d 218 (2005). Promissory estoppel requires an enforceable promise. - Threshold requirement of a promissory estoppel claim is that there be some enforceable promise by the adverse party. Foley Co. v. Warren Eng’g, Inc., 804 F. Supp. 1540 (N.D. Ga. 1992). Promissory estoppel requires reasonable reliance. - Promissory estoppel cannot be applied unless the promisee reasonably relied on the promise. Fidelity & Deposit Co. v. West Point Constr. Co., 178 Ga. App. 578, 344 S.E.2d 268 (1986); Poindexter v. American Bd. of Surgery, Inc., 911 F. Supp. 1510 (N.D. Ga. 1994); Owens v. American Refuse Sys., Inc., 244 Ga. App. 780, 536 S.E.2d 782 (2000). Because a letter of intent signed by the plaintiff specifically stated that neither party could rely on any representations made by the other party regarding whether the transaction in question would be consummated, as a matter of law, the plaintiff could not rely reasonably upon any alleged representations by the defendant. W.R. Grace & Co.-Conn. v. Taco Tico Acquisition Corp., 216 Ga. App. 423, 454 S.E.2d 789 (1995). Promissory estoppel requires only that the reliance by the injured party be reasonable, and it does not require that the injured party exhaust all other possible means of obtaining the benefit of the promise from any and all sources before being able to enforce the promise against the promisor. Mooney v. Mooney, 235 Ga. App. 117, 508 S.E.2d 766 (1998). Failure to show reliance on a promise. - Former city employee failed to establish a promissory estoppel claim under O.C.G.A. § 13-3-44(a) based on an alleged promise by the city manager that she had a year on the job to prove herself because the employee did not show any action or forbearance she

made in reliance on this promise. Goddard v. City of Albany, 285 Ga. 882, 684 S.E.2d 635 (2009). Promise performable in the future. - Fact that a contractor’s purported promise was both performable in the future and conditioned on a future event would not preclude the application of promissory estoppel. Kemire, Inc. v. Williams Investigative & Sec. Servs., Inc., 215 Ga. App. 194, 450 S.E.2d 427 (1994). Plaintiff need not be in privity of contract with defendant to assert promissory estoppel. - Regardless of whether or not the plaintiff was in privity of contract with the defendants, plaintiff was clearly entitled to assert a right of action against the defendants based on plaintiff alleged assurances to plaintiff, after delivery, that the metal plaintiff ’s contractor had purchased from the defendants was guaranteed and that its discoloration did not indicate the existence of a substantial defect. Moreover, if no consideration was given by the plaintiff in return for these assurances, the assurances were nevertheless binding based on the doctrine of promissory estoppel. Irvin v. Lowe’s of Gainesville, Inc., 165 Ga. App. 828, 302 S.E.2d 734 (1983). Compliance with expired covenants. - Landowners, unaware that restrictive covenants had expired, relied on an agreement to extend the covenants and took no action to enact new covenants or otherwise protect their property interests, this forbearance, combined with their continued compliance with and enforcement of the covenants, bound defendant and other landowners personally to comply with the covenants. Canterbury Forest Ass’n v. Collins, 243 Ga. App. 425, 532 S.E.2d 736 (2000). Promissory estoppel claim survived summary judgment as issue of reliance remained. - As there was evidence that a landlord promised to pay for remediation of the tenants’ property and the cost of decontaminating and storing their possessions, and questions of fact remained as to whether the landlords should have expected the tenants to rely on these promises and whether that reliance was reasonable and to the tenants’ detriment, the landlords were not entitled to summary judgment on the tenants’ promissory estoppel claim. Brown v. Rader, 299 Ga. App. 606, 683 S.E.2d 16 (2009).

Promissory Estoppel (Cont’d) 2. Application Promise to pay for college. - Complaint sufficiently stated a promissory estoppel claim where it alleged that a father had repeatedly promised his daughter that he would pay one-half of the costs of the daughter attending a private historically African-American college or university, that relying on this promise, the daughter applied to and was accepted into such a school, foregoing opportunities to apply to and enroll in other colleges or universities of significantly less cost, that the father nevertheless refused to honor his commitment, and that to avoid injustice, the father should have been required to honor his promise; a trial court erred in granting the father’s motion to dismiss. Houston v. Houston, 267 Ga. App. 450, 600 S.E.2d 395 (2004). Real property purchase agreements. - Trial court erred in dismissing a real property purchaser’s claims of negligent misrepresentation and promissory estoppel under O.C.G.A. § 13-3-44 as there was no requirement that the real property purchase agreement be enforceable for those claims to be actionable, and the agreement was enforceable at the time that the agreement was made, such that reliance could have been had thereon; damages were properly pled, as recovery under promissory estoppel could have been had for damages that were equitable and necessary to prevent injustice, and as to negligent misrepresentation, necessary expenses consequent upon an injury were recoverable under O.C.G.A. § 51-12-7. Hendon Props. v. Cinema Dev., LLC, 275 Ga. App. 434, 620 S.E.2d 644 (2005). Price quotes. - Price quoted over the telephone by equipment supplier to general contractor preparing a bid was not enforceable in the absence of evidence that the quote was intended or understood as a ‘‘firm offer.’’ Foley Co. v. Warren Eng’g, Inc., 804 F. Supp. 1540 (N.D. Ga. 1992). Promise for pay increase. - County employees could not establish a promissory estoppel claim where, O.C.G.A. § 36-30-3(a), which prevents any council from preventing free legislation by binding future county authorities to approve annual salary increases, the county could not promise mandatory annual four percent pay

raises. Johnson v. Fulton County, 235 Ga. App. 277, 509 S.E.2d 355 (1998). Franchising agreements. - Franchisee failed to state a claim of promissory estoppel under O.C.G.A. § 13-3-44(a) because the allegations against the franchiser regarding statements about initial investment expenses, food and labor costs, the franchiser’s experience, knowledge, and expertise, and the franchiser’s perfected system of opening and operating its franchises were not manifestations of an intention to act or refrain from action; instead, the statements were merely representations and not promises, and an actionable claim of promissory estoppel required reliance on a promise, rather than a representation of fact. Am. Casual Dining, L.P. v. Moe’s Southwest Grill, L.L.C., 426 F. Supp. 2d 1356 (N.D. Ga. 2006). Employee benefits. - Because the evidence did not support a finding that an employer promised to extend a service contract with an employee benefits plan administrator, the trial court properly granted summary judgment to the employer on the administrator’s promissory estoppel claim. Hewitt Assocs., LLC v. Rollins, Inc., 294 Ga. App. 600, 669 S.E.2d 551 (2008). Real estate developers’ reliance on a supermarket’s assurances regarding its desire to lease space in a shopping center was unreasonable, in the light of the supermarket’s clear intention not to become obligated until a lease was drafted, approved, and signed by both parties. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir. 1991). An employee could not reasonably rely upon oral promises of certain payments by an employer, since an earlier agreement regarding compensation specified that the agreement could be altered only in writing and this was never done. Gerdes v. Russell Rowe Communications, Inc., 232 Ga. App. 534, 502 S.E.2d 352 (1998). Promise of agency agreement. - Since the evidence showed that, even if a promise of an exclusive one year agency agreement was conditional upon the working out of details, there was a material issue of fact concerning whether this condition was fulfilled and whether the defendants should have reasonably expected to induce the action taken by plaintiffs, the trial court erroneously granted summary judgment to defendants on plaintiffs’ promissory estoppel

claim. Pacrim Assocs. v. Turner Home Entertainment, Inc., 235 Ga. App. 761, 510 S.E.2d 52 (1998). Stockholder in venture capital firm. - Trial court granted summary judgment to the venture capital firm on the first stockholder’s promissory estoppel claim against the venture capital firm regarding a reverse merger; the first stockholder entered into the reverse merger after the venture capital firm had investigated the publicly-traded company to be acquired in that merger, which subsequently went bankrupt and prevented the first stockholder from redeeming shares the first stockholder had in that company; the documents that the first stockholder signed regarding the reverse merger disclaimed any reliance on oral agreements that the first stockholder might have entered into regarding the reverse merger, and, thus, the first stockholder could not show reasonable reliance on any such oral agreements, such as the allegation that the venture capital firm had guaranteed the redemption of the shares of stock in order to get the first stockholder to sign the reverse merger documents. Tampa Bay Fin., Inc. v. Nordeen, 272 Ga. App. 529, 612 S.E.2d 856 (2005). Insurance policies. - When an insurer was advised that its insured was ordered to maintain a particular life insurance policy for the benefit of a former wife, its statement to the former wife that it would ‘‘consider’’ that order before taking any action under the policy did not create a promissory estoppel claim, under O.C.G.A. § 13-3-44(a), by the former wife against the insurer, when the insurer paid life insurance benefits to the insured’s new wife, upon the husband’s death, rather than to the former wife, because the insurer could not reasonably expect that the former wife would rely on that alleged promise, as the insurer did not commit itself to take or refrain from any particular action regarding the policy. McReynolds v. Prudential Ins. Co. of America, 276 Ga. App. 747, 624 S.E.2d 218 (2005). Plaintiff insurer’s O.C.G.A. § 13-3-44(a) promissory estoppel claim, contending that the defendant insurer was precluded from recovering defense and settlement costs in excess of 25%, failed because the plaintiff did not rely to plaintiff ’s detriment on a letter from the defendant, which proposed that the plaintiff pay 25 percent of costs, as

the plaintiff never responded to that letter and that letter did not induce any action of forbearance on the plaintiff ’s part. Graphic Arts Mut. Ins. Co. v. Essex Ins. Co., 465 F. Supp. 2d 1290 (N.D. Ga. 2006). Breach of contract. - In a cottonseed buyer’s suit for breach of contract against a cottonseed seller, the trial court properly granted summary judgment to the seller as no mutuality as to the contract terms existed since the buyer never obtained credit approval. Further, the buyer’s reliance on the purported promise was unreasonable as a matter of law; thus, promissory estoppel did not apply as the buyer never received credit approval, which was an essential element of the cottonseed business. AgriCommodities, Inc. v. J. D. Heiskell & Co., 297 Ga. App. 210, 676 S.E.2d 847 (2009). Applicant’s claim of promissory estoppel, based on the applicant’s acts, including declining a job offer, in reliance on a promise of a job and substantial company stock, failed because a reasonable person would not rely on such a promise that was not reduced to writing. Reindel v. Mobile Content Network Co., LLC, 652 F. Supp. 2d 1278 (N.D. Ga. 2009). Restrictions on vacant property. - When the plaintiffs produced evidence that agents and principals of a development company promised that adjoining vacant property would be at least as restricted as the plaintiffs’ lots, and that these promises induced the appellees to purchase lots and homes in a subdivision, under subsection (a) of O.C.G.A. § 13-3-44 the plaintiffs have produced sufficient evidence to create an issue of fact as to whether the defendants should be bound by promissory estoppel. Knotts Landing Corp. v. Lathem, 256 Ga. 321, 348 S.E.2d 651 (1986). Restrictive covenants. - Doctrine of promissory estoppel did not apply to bind landowners to uphold legally insufficient restrictive covenants to which the landowners never agreed. Duffy v. Landings Ass’n, Inc., 245 Ga. App. 104, 536 S.E.2d 758 (2000). Termination of oral distributorship. - Promissory estoppel was inapplicable to situation where manufacturer terminated oral distributorship. Loy’s Office Supplies, Inc. v. Steelcase, Inc., 174 Ga. App. 701, 331 S.E.2d 75 (1985).

Promissory Estoppel (Cont’d) 2. Application (Cont’d) Estoppel not invoked by hospital agent’s statement regarding insurance coverage. - There could be no detrimental reliance on a hospital agent’s erroneous statement that a patient’s treatment would be covered by insurance since the agent did not tell the patient something the patient did not already believe or know, and the patient had an opportunity to inquire of the patient’s insurer whether the patient’s care would be covered. LaVeau v. Republic Health Corp., 181 Ga. App. 106, 351 S.E.2d 506 (1986). After employer undertook to have renovation work done in a portion of the plant, and contracted with another to do the floor refinishing, an employee was not a party to the contract but was, at best, an incidental beneficiary. Church v. SMS Enters., 186 Ga. App. 791, 368 S.E.2d 554 (1988). Promise of employment for indefinite period. - Principle of promissory estoppel, codified in subsection (a) of O.C.G.A. § 13-3-44, has no application where the promise relied on was for employment for an indefinite period. Barker v. CTC Sales Corp., 199 Ga. App. 742, 406 S.E.2d 88, cert. denied, 199 Ga. App. 905, 406 S.E.2d 88 (1991). Employee whose employment was for an indefinite term, and for that reason was terminable at the will of the employer, had no cause of action for the employer’s alleged failure to honor the terms of the employee’s employment contract under the doctrine of promissory estoppel. The doctrine of promissory estoppel codified at subsection (a) of O.C.G.A. § 13-3-44 has no application to enforce executory promises pertaining to employment for an indefinite term. Also, any promises upon which the employee could rely to show misrepresentation were unenforceable because the employee’s underlying employment contract, being terminable at will, was unenforceable. Johnson v. Metropolitan Atlanta Rapid Transit Auth., 207 Ga. App. 869, 429 S.E.2d 285, cert. denied, 510 U.S. 1016, 114 S. Ct. 612, 126 L. Ed. 2d 577 (1993). Trial court did not err in finding that the terminated employees did not state a claim upon which relief could be granted related to their claim that the doctrine of promis-

sory estoppel applied to the alleged promise of the businesses not to fire the employees for participating in a government inspection of the businesses’ facilities, and was an exception to the employee’s at-will employment, as the doctrine of promissory estoppel did not allow for enforcement of executory promises pertaining to employment for an indefinite term. Balmer v. Elan Corp., 261 Ga. App. 543, 583 S.E.2d 131 (2003), aff ’d, 278 Ga. 227, 599 S.E.2d 158 (2004). Promise of child support. - When defendant in a support proceeding who was not the natural or formally adoptive father of the child had voluntarily assumed a duty to support and continued to support the child for a period of 10 years, the duty remained enforceable. Wright v. Newman, 266 Ga. 519, 467 S.E.2d 533 (1996). Former wife’s allegations that she detrimentally relied on the former husband’s repeated promises to financially support the parties’ grandchild, of which they had custody, stated a claim for promissory estoppel in her action seeking child support. Mooney v. Mooney, 235 Ga. App. 117, 508 S.E.2d 766 (1998). Trial court erred by requiring an ex-spouse to pay child support for a child of whom the ex-spouse was not the biological parent of, despite allegedly promising to pay, because the trial court incorrectly applied the doctrine of promissory estoppel to the agreement as there was no evidence that the promise to pay support caused the actual parent/ex-spouse of the child to forego a valuable legal right to the actual parent’s/ ex-spouse’s detriment. Garcia v. Garcia, 284 Ga. 152, 663 S.E.2d 709 (2008). Not applicable to O.C.G.A. § 11-8-319. - The circumstances set out in paragraphs (b) through (d) of O.C.G.A. § 11-8-319 do not include promissory estoppel. Promissory estoppel is thus unavailable to plaintiffs in plaintiffs’ effort to be relieved of the burden of proving an enforceable written agreement. Anderson Chem. Co. v. Portals Water Treatment, Inc., 768 F. Supp. 1568 (M.D. Ga. 1991), aff ’d in part, rev’d in part, 971 F.2d 756 (11th Cir. 1992). Sale of business. - Evidence that, in reliance on the promise of the first purchaser and the second purchaser to buy the corporation’s store and pay the purchase price over time by paying the corporation to

process all clothes brought to the store, the corporation closed the corporate store, transferred the store’s inventory and customer base to the first purchaser and the second purchaser at their nearby new location, actively referred all the store’s customers to the new store location, refrained from competing against the store, and agreed to allow the store to use the store’s trade name, was sufficient to support the jury’s verdict against the first purchaser and the second purchaser under the principles of promissory estoppel. DeCelles v. Morgan Cleaners & Laundry, Inc., 261 Ga. App. 690, 583 S.E.2d 462 (2003). Extension on closing date. - Because a buyer under a real estate contract failed to present evidence of any efforts it took to get the property rezoned after an extension of the closing date was signed, or evidence of any forebearance resulting from the buyer’s reliance upon the extension, there was no detrimental reliance, and the buyer’s claim that the extension was enforceable by means of promissory estoppel was meritless. Lotus Prop. Dev., LLC v. Greer, 278 Ga. App. 773, 630 S.E.2d 112 (2006).

Ultra vires action of public official does not support promissory estoppel claim. - County administrator incorrectly advised a former county employee that the employee would start receiving retirement benefits in nine years. As the administrator disregarded and deviated from the terms of the county retirement plan, rather than simply making a mistake during an otherwise authorized action under the plan, the administrator engaged in an ultra vires action that could not support the employee’s promissory estoppel claim under O.C.G.A. § 13-3-44(a). Mullis v. Bibb County, 294 Ga. App. 721, 669 S.E.2d 716 (2008). Mutual Subscriptions Application to written but not oral mutual subscriptions. - Application to mutual subscriptions, which means written promises mutually entered into by subscribers, but statute is not sufficiently broad to include oral promises and cannot be so extended. YMCA v. Estill, 140 Ga. 291, 78 S.E. 1075, 48 L.R.A. (n.s.) 783, 1914D Ann. Cas. 136 (1913) (decided prior to the passage of Ga. L. 1981, p. 876).