In California, the doctrine of Promissory estoppel is a lawsuit and argument raised when a person makes a promise for which he does not receive any value or compensation, which the other party relies on in changing their position. (Yes, sounds like a lawyer wrote this.) This article will break it down to easy to understand kibbles.
Example: If a person who made a promise received something of value, say $100, then there may be an enforceable contract. The doctrine of promissory estoppel is never use for personal injury lawsuit by car accident attorneys.
However, the person who made the promise gets nothing in return for that promise, the the promise is still enforceable if the another person relied on that promise.
Many lawyers and academics use “promissory estoppel” and “detrimental reliance” interchangeable. Detrimental reliance is an element of promissory estoppel.
The elements required to show promissory estoppel are
The elements of a promissory estoppel lawsuit are:
(1) a promise clear and unambiguous in its terms;
(2) reliance by the party to whom the promise is made;
(3) the reliance must be both reasonable and foreseeable; and
(4) the party asserting the estoppel must be injured by his or her reliance [aka: detrimental reliance].
Granadino v. Wells Fargo Bank, N.A. (2015), 236 Cal. App. 4th 411
Lawyer jibble jabber: Contract 101 taught us that all contracts require consideration. Well, promissory estoppel is the exception to consideration to an enforceable contract.
“Promissory estoppel applies whenever a promise that the promissor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and that does induce such action or forbearance would result in an injustice if the promise were not enforced. A party plaintiff’s misguided belief or guileless action in relying on a statement on which no reasonable person would rely is not justifiable reliance. If the conduct of the plaintiff in the light of his or her own intelligence and information was manifestly unreasonable, he or she will be denied a recovery. A mere hopeful expectation cannot be equated with the necessary justifiable reliance.” Granadino v. Wells Fargo Bank, N.A. (2015), 236 Cal. App. 4th 411.
The plaintiff must allege Breach of Promise. Assuming a clear and unambiguous promise is made, the promisee must then plead a breach of that promise.  A promise of eligibility is will not create a promise.
Example re Pleading
A law school did not breach its promise to a law student when they promised him he would be eligible for membership in an honors society if he ranked in the top ten percent of his class. The election committee considered him for membership but did not elect him into the society but this did not breach a promise.
“No justiciable issue was pleaded in an attorney’s action for injunctive and declaratory relief seeking to compel his admission to membership in a national honorary legal society, where, despite his allegation that non-election, for failure to meet his schools’s law review requirements, would adversely affect his professional and economic interest, membership in the society was not a prerequisite to the practice of law, indicated no qualification for any specialized field of practice, had no direct bearing on the number or type of clients he might have or on the income he would make, and had no effect on his basic right to earn a living, and where his allegations of arbitrary or discriminatory action on the part of the election committee were insufficient to state a cause of action.” Blatt v. University of So. California, 5 Cal. App. 3d 935
Element 1: A Clear and Unambiguous Promise
The first element in a complaint in promissory estoppel is: a promise that is clear and unambiguous in its terms.
Promissory estoppel cannot be invoked to enforce preliminary negotiations or discussions between the parties because no clear and unambiguous promise has been made.
For example, no promise can be created where the promisor made promise aware of the need for further negotiations. 
Where a full commitment between the parties is missing and the offeree is on notice that finalization of the terms will require further negotiations, there is no clear and unambiguous promise by the offeror.
- Construction Financing Example. A conditional commitment letter for construction financing does not create a clear and unambiguous promise. 
- Retirement Gift Example. A promise originally intended as a promise to make a retirement gift becomes enforceable under the doctrine of promissory estoppel. However, this only happens when the plaintiff, knowing of the offer, turns down other offers of employment because he does not want to lose the retirement allowance. 
- General Contractor and Subcontractors Example. A general contractor’s listing of subcontractors combined with a statutory restriction on the right to change listed subcontractors did not constitute a clear and unambiguous promise to accept a listed subcontractor’s bid. 
If extrinsic evidence is needed to interpret a promise, then the promise does not satisfy the requirement of clear and unambiguous. 
Element 2: Plaintiff’s Actual Reliance on Promise
The promisee must have relied on the promise.  The plaintiff (promisee) must prove three things:
- The promisee’s reliance on the promise must be both reasonable and foreseeable. 
- The promisee relied on the promise to his/her detriment. In other words, party asserting the estoppel must be injured by his reliance on the promise. 
- The plaintiff must show that injustice can be avoided only by enforcement of the promise. 
“Promissory estoppel applies whenever a promise that the promissor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and that does induce such action or forbearance would result in an injustice if the promise were not enforced. A party plaintiff’s misguided belief or guileless action in relying on a statement on which no reasonable person would rely is not justifiable reliance. If the conduct of the plaintiff in the light of his or her own intelligence and information was manifestly unreasonable, recovery will be denied. A mere hopeful expectation cannot be equated with the necessary justifiable reliance.” Aceves v. U.S. Bank N.A., 192 Cal. App. 4th 218.
The meaning of “injustice can be avoided only by enforcement of the promise” is substantively the same thing as the requirement of unjust enrichment or unconscionable injury.
Unconscionable injury results from denying enforcement of an oral agreement after one party are induced by another party to seriously change position relying upon the agreement.
“The provision in Rest.2d Contracts, § 139 that a promise that should reasonably be expected to induce action or forebearance, and does, is enforceable notwithstanding the statute of frauds “if injustice can be avoided only by enforcement of the promise” means essentially the same thing substantively as the requirement of unjust enrichment to the defendant or unconscionable injury to the plaintiff as a prerequisite to estoppel to rely on the statute of frauds.” Munoz v. Kaiser Steel Corp., 156 Cal. App. 3d 965
“In California, the doctrine of estoppel is proven where one party suffers an unconscionable injury if the statute of frauds is asserted to prevent enforcement of oral contracts. Unconscionable injury results from denying enforcement of a contract after one party is induced by another party to seriously change position relying upon the oral agreement. It also occurs in cases of unjust enrichment.” Allied Grape Growers v. Bronco Wine Co., 203 Cal. App. 3d 432
“In matters of employment relationships, courts may make reasonable inferences from the realities of the marketplace concerning the inducement and reliance of employees upon the benefits offered by the employer. Employees need not expressly testify that, but for the promise, they would have left the promisor’s employ or would have never worked there in the first place.” Division of Labor Law Enforcement v. Transpacific Transportation Co., 88 Cal. App. 3d 823
Element 3: Reasonable and Foreseeable Reliance
Reasonable reliance binds the promisor instead of the consideration ordinarily required to make the offer binding.  The element of reasonable and foreseeable reliance is satisfied if:
- the promisor,
- in making the promise,
- deliberately intended to induce the plaintiff’s reliance on such promise. 
- For example, an employer’s assurances of future financial security for the employee were enforceable under promissory estoppel doctrine. 
- These assurances were deliberately intended to induce the employees to forego other offers of employment.
Reliance on a promise that is not specific and clear is unreasonable and unforeseeable. 
Factors to know about construction contracts:
- Although the Restatement (Second) of Contracts §90 does extend the doctrine of promissory estoppel to third parties, it does not extend to price quotations by manufacturers to general contractors. 
- In construction contracts, if the general contractor has reason to believe that the subcontractor’s bid is erroneous, the general contractor cannot reasonably rely on the bid. 
Element 4: Injury to Plaintiff / Detrimental Reliance
The purpose of the promissory estoppel doctrine is to make the resulting detrimental reliance by another party operate as a substitute for consideration. 
The value of the plaintiff’s detrimental reliance need not be identical with, or equated to, the value of the defendant’s promise. 
REMEDIES FOR PROMISSORY ESTOPPEL
- Enforcement of the Promise 
- For example, an insurer under a personal liability policy is liable for the judgment against its insured where the insurer commits to be liable under the insurance policy for the amount of judgment.
- Compensatory Damages 
- A promisee’s recoverable damages in promissory estoppel might be limited to those he sustained directly from his justifiable reliance upon the promise.
- Lost Profits 
- Reasonably anticipated lost profits can be considered in determining damages in promissory estoppel actions.
- No Right to Jury Trial 
- There is no right to a jury trial inaction based solely on promissory estoppel.
STATUTE OF LIMITATIONS FOR PROMISSORY ESTOPPEL
The statute of limitations is four years for actions based on a written instrument. 
For actions based on an oral promise, the limitations period is two years. 
If delay in commencing an action is induced by the promisor’s conduct, the promisor is estopped from asserting the defense of the statute of limitations.
The plaintiff has a reasonable time in which to bring his action after the estoppel has expired. 
DEFENSES TO PROMISSORY ESTOPPEL
Statute of Limitations (see above).
Plaintiff’s Performance Was Bargained-For 
For example, the promissory estoppel doctrine does not apply when an employee relies on a promise of annual merit step increases in salary in accepting employment and continues in that job and refrains from accepting a job elsewhere.
Statute of Frauds 
Promissory estoppel may act as an exception to the statute of frauds where promisee proves detrimental reliance and unconscionable injury. 
 Lange v. TIG Ins. Co., 68 Cal. App. 4th 1179, 1185.
 Blatt v. University of S. Cal., 5 Cal. App. 3d 935, 944.
 Van Hook v. Southern Cal. Waiters Alliance, 158 Cal. App. 2d 556, 570.
 Graddon v. Knight, 138 Cal. App. 2d 577, 583.
 Graddon v. Knight, 138 Cal. App. 2d 577, 583.
 DeVoll v. Burdick Painting, 35 F.3d 408, 412 n.4 (9th Cir. 1994); C & K Eng’g Contractors v. Amber Steel Co., 23 Cal. 3d 1, 7, 151 Cal. Rptr. 323, 326 (1978); Drennan v. Star Paving Co., 51 Cal. 2d 409, 413, 333 P.2d 757, 759 (1958).
 Lockheed Missile & Space Co. v. Hughes Aircraft Co., 887 F. Supp. 1320, 1325 (N.D. Cal. 1995)
 Laks v. Coast Fed. Sav. & Loan Ass’n, 60 Cal. App. 3d 885, 891, 131 Cal. Rptr. 836, 839 (1976)
 Hunter v. Sparling, 87 Cal. App. 2d 711, 725, 197 P.2d 807, 815-16 (1948).
 Southern Cal. Acoustics Co. v. C.V. Holder, Inc., 71 Cal. 2d 719, 723, 79 Cal. Rptr. 319, 323 (1969).
 Lange v. TIG Ins. Co., 68 Cal. App. 4th 1179, 1186, 81 Cal. Rptr. 2d 39, 44 (1998)
 Blatt v. University of S. Cal., 5 Cal. App. 3d 935, 944, 85 Cal. Rptr. 601, 607 (1970).
 Department of Indus. Relations v. Transpacific Transp. Co., 88 Cal. App. 3d 823, 831, 152 Cal. Rptr. 98, 102 (1979)
 Drennan v. Star Paving Co., 51 Cal. 2d 409, 414, 333 P.2d 757, 760 (1958)
 West v. Hunt Foods, Inc., 101 Cal. App. 2d 597, 605, 225 P.2d 978 (1951)
 Van Hook v. Southern Cal. Waiters Alliance, Local 17, 158 Cal. App. 2d 556, 570, 323 P.2d 212, 220 (1958).
 Aguilar v. International Longshoremen’s Union, Local 10, 966 F.2d 443, 447 (9th Cir. 1992)
 C.R. Fedrick, Inc. v. Sterling-Salem Corp., 507 F.2d 319, 322 (9th Cir. 1974)
 Saliba-Kringlen Corp. v. Allen Eng’g Co., 15 Cal. App. 3d 95, 102, 92 Cal. Rptr. 799, 802 (1971).
 Platt Pacific, Inc. v. Andelson, 6 Cal. 4th 307, 320, 24 Cal. Rptr. 2d 597, 606 (1993); Youngman v. Nevada Irrigation Dist., 70 Cal. 2d 240, 249, 74 Cal. Rptr. 398, 404 (1969).
 Tomerlin v. Canadian Indem. Co., 61 Cal. 2d 638, 649, 39 Cal. Rptr. 731, 738 (1964).
 Restatement (Second) of Contracts §139 (1981).
 Munoz v. Kaiser Steel Corp., 156 Cal. App. 3d 965, 974, 203 Cal. Rptr. 345, 350 (1984).
 Siam Numhong Prods. Co. v. Eastimpex, 866 F. Supp. 445, 448 (N.D. Cal. 1994); Restatement (Second) of Contracts §139 (1981).
 Tomerlin v. Canadian Indem. Co., 61 Cal. 2d 638, 649, 39 Cal. Rptr. 731, 738 (1964)
 Swinerton & Walberg Co. v. City of Inglewood – Los Angeles County Civic Ctr. Auth., 40 Cal. App. 3d 98, 105, 114 Cal. Rptr. 834, 838 (1974)
 Walker v. KFC Corp., 515 F. Supp. 612, 617 (S.D. Cal. 1981)
 C&K Engineering Contractors v. Amber Steel Co., 23 Cal. 3d 1, 11, 151 Cal. Rptr. 323, 328 (1978)
 Cal. Civ. Proc. Code §337(1).
 Cal. Civ. Proc. Code §339(1).
 Van Hook v. Southern Cal. Waiters Alliance, Local 17, 158 Cal. App. 2d 556, 568-69, 323 P.2d 212, 219 (1958)
 Youngman v. Nevada Irrigation Dist., 70 Cal. 2d 240, 249, 74 Cal. Rptr. 398, 404 (1969)
 Cal. Civ. Code §1624; but see Restatement (Second) of Contracts §139 (1981
 Siam Numhong Prods. v. Eastimpex, 866 F. Supp. 445, 448 (N.D. Cal. 1994)