Promissory Estoppel

What is promissory estoppel?  

In Florida, promissory estoppel is a legal doctrine that allows a person (the “promisee”) to enforce a promise made by another (the “promisor”), even if there is no formal contract, as long as the person relied on that promise to their detriment. If a promisee relies on a promise to their detriment, then a court may later prevent the promisor from denying the existence of the promise. 

Suppose a promisor commits to selling their car to another person for a certain price, and the promisee relies on that promise and incurs expenses in anticipation of the sale (such as obtaining a loan to pay for the car). In this case, the promisor will likely not be able to deny the existence of the promise, and the promisee may be able to enforce the promise via promissory estoppel. 

Need help with a situation potentially involving promissory estoppel? Schedule your consultation today with a top business litigation attorney.  

What legal issues typically arise related to promissory estoppel?  

The following disputes commonly accompany promissory estoppel claims:  

• Existence of a promise: The parties may dispute whether a promise was actually made, which is a factual dispute and may depend on the evidence available to support the claim. 
• Reliance on the promise: There may be disagreement about whether reliance on the promise caused harm or financial loss.  
• Detrimental reliance: The parties may also dispute the extent of the harm or expenses incurred due to relying on the promise. 

What are relevant laws related to promissory estoppel in Florida? 

Because equitable estoppel results from common law, few Florida Statutes govern it; instead, judge-made case law governs promissory estoppel actions. One necessary statute, however, is Subsection 95.11(3)(k), which dictates a four-year statute of limitations for promissory estoppel claims. 

Some examples of cases where Florida judges have found promissory estoppel to be appropriate include: 

• Employment promises, including when an employer offers an employee a job and the employee moves in reliance on that job before the employer withdraws their offer. 
• Construction promises, such as where a subcontractor’s action or inaction because of the contractor resulted in an injustice that required enforcement. See Bumby & Stimpson, Inc. v. Southern Reinforcing Steel Co. Inc., 348 So. 2d 1216 (Fla. 4th DCA 1977). 
• Real estate promises, such as where land has been gratuitously promised, and the promisee relies on the promise by making improvements upon the land before the promisor rescinds the promise. Neale v. Neale, 76 U.S. 1 (1869). 

What is required to prove a case of promissory estoppel in Florida? 

In Florida, the elements of promissory estoppel are: 

• A clear and definite promise: The promisor must make an unequivocal promise to the promisee;  
• Reasonable reliance: The promisee must have reasonably relied on the promise, and this reliance must have been foreseeable by the promisor;  
• Detrimental reliance: The promisee must have suffered some type of harm or incurred expenses as a result of relying on the promise; and  
• Injustice: Enforcing the promise must be necessary to avoid injustice. 

When a set of facts is appropriate to meet the requirements of promissory estoppel, there are many paths a claimant may take. We are value-based attorneys at Jimerson Birr, which means we look at each action with our clients from the point of view of costs and benefits while reducing liability. Then, based on our client’s objectives, we chart a path forward to seek appropriate remedies, such as:  

• Monetary damages: The promisee may be entitled to monetary damages to compensate for the harm or expenses they incurred due to relying on the promise. These damages are usually reliance damages designed to repay the plaintiff the amount they have expended due to relying on the promise. 
• Specific performance: In some cases, the promisee may be able to seek an order for specific performance, which would require the promisor to fulfill their promise. 
• Injunctive relief: The promisee may also be able to seek an injunction, which would prohibit the promisor from taking a particular action (such as selling the property they promised to sell to the promisee). 
• Rescission: In some cases, the promisee may be able to seek rescission, which would effectively undo the promise. 

To see what actions may be available for your unique situation, please contact our office to set up your initial consultation. 

What are common defenses to promissory estoppel in Florida? 

The primary defenses to promissory estoppel in Florida include:  

• Existence of a contract (express or implied) between the parties because promissory estoppel claims cannot go forward if a contract existed 
• Lack of unequivocal promise 
• Lack of reasonable detrimental reliance 
• Lack of unavoidable injustice 
• Statute of limitations – The defendant can argue the four-year statute of limitations has run. 

One core strategy for defending against promissory estoppel is emphasizing that there was a formal contract between the parties, so the claim for promissory estoppel cannot go forward. Providing the contract or providing evidence about the contract’s existence would both support this defense.  

Another core strategy to defend against a promissory estoppel claim is to argue a lack of reasonable reliance. Because the promisee cannot recover if the reliance is unreasonable, the defendant should focus on producing evidence that the plaintiff should not have relied on the defendant’s word.  

A final strategy for defending against this claim is to challenge the existence of a clear and definite promise. The defendant can argue that there was no unequivocal promise and that the alleged promise was too vague or uncertain to enforce. In support, the defense could proffer the documentation allegedly resulting in the reliance or bring a witness that can testify about the extent of the promise made.  

To see what defenses may be available for your unique situation, please contact our office to set up your initial consultation. 

Have more questions about a promissory estoppel-related situation?  

Crucially, this overview of promissory estoppel does not begin to cover all the laws implicated by this issue or the factors that may compel the application of such laws. Every case is unique, and the laws can produce different outcomes depending on the individual circumstances. 

Jimerson Birr attorneys guide our clients to help make informed decisions while ensuring their rights are respected and protected. Our lawyers are highly trained and experienced in the nuances of the law, so they can accurately interpret statutes and case law and holistically prepare individuals or companies for their legal endeavors. Through this intense personal investment and advocacy, our lawyers will help resolve the issue’s complicated legal problems efficiently and effectively. 

Having a Jimerson Birr attorney on your side means securing a team of seasoned, multi-dimensional, cross-functional legal professionals. Whether it is a transaction, an operational issue, a regulatory challenge, or a contested legal predicament that may require court intervention, we remain a tireless advocate every step of the way. Being a value-added law firm means putting the client at the forefront of everything we do. We use our experience to help our clients navigate even the most complex problems and come out the other side triumphant. 

If you want to understand your case, the merits of your claim or defense, potential monetary awards, or the amount of exposure you face, you should speak with a qualified Jimerson Birr lawyer. Our experienced team of attorneys is here to help. Call Jimerson Birr at (904) 389-0050 or use the contact form to set up a consultation.