Promissory Estoppel: Elements, Examples and How Courts Apply It

Last updated: 20 October 2026. This guide explains promissory estoppel under US law, mainly section 90 of the Restatement (Second) of Contracts, and under the law of England and Wales, with a short note on Australia. It is general information, not legal advice.

Short answer: Promissory estoppel is a legal rule that lets a court enforce a promise even when there is no binding contract, usually because the person relying on it gave nothing in return. It applies when someone makes a promise, should expect the other person to rely on it, that person does rely on it to their cost, and refusing to enforce it would be unjust.

Key takeaways

• In the US, the core rule is section 90 of the Restatement (Second) of Contracts: a promise the promisor should reasonably expect to induce action or forbearance, which does induce it, is binding if injustice can be avoided only by enforcing it.
• Courts often award reliance damages, which put the claimant back where they were, rather than the full value of the promise. In Hoffman v. Red Owl Stores (1965) the Wisconsin Supreme Court said damages should be limited to what is needed to prevent injustice.
• In England and Wales, promissory estoppel usually works only as a defence. In Combe v Combe (1951) Denning LJ said the principle “does not create new causes of action where none existed before”.
• It is a fallback. If there is a valid contract, you sue on the contract; promissory estoppel matters when consideration, a signed agreement or a final deal is missing.

What is promissory estoppel?

Contract law normally enforces a promise only if it is part of a bargain in which each side gives something, called consideration. Our guide on how to draft a legally binding contract covers those basic ingredients. A one-sided promise, such as “I will give you $10,000” or “I won’t charge you the full rent this year”, is normally not enforceable because nothing was given for it.

Promissory estoppel fills that gap. Cornell’s Legal Information Institute describes it as allowing a promisee to recover when they reasonably and detrimentally relied on a promise. “Estoppel” means a person is stopped from going back on something. If you made a promise, knew or should have known the other person would act on it, and they did, a court may stop you from relying on the lack of consideration to escape it.

It should not be confused with two related doctrines:

• Equitable estoppel usually concerns a statement about existing facts, not a promise about the future.
• Proprietary estoppel, in English law, concerns assurances about rights in land or other property, and unlike promissory estoppel it can be the basis of a claim.

What are the elements of promissory estoppel?

Section 90(1) of the Restatement (Second) of Contracts, widely followed by US courts, states the rule. It begins: “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 so, is binding if injustice can be avoided only by enforcement. It adds that the remedy “may be limited as justice requires”. From that text, courts usually look for four promissory estoppel elements:

1. A promise. There must be an actual commitment, not just a hope, an opinion or a statement of present plans. Some state courts ask for a “clear and unambiguous” promise. Others are more relaxed: in Hoffman, the Wisconsin court rejected the argument that the promise had to be as complete as a contract offer.
2. Foreseeable reliance. The promisor should reasonably have expected the promisee to act, or refrain from acting, because of the promise.
3. Actual and reasonable reliance. The promisee did in fact rely on it, for example by quitting a job, selling property or spending money, and that reliance was reasonable.
4. Injustice without enforcement. The court must be satisfied that the only way to avoid injustice is to enforce the promise in some form.

Section 90(2) adds a special rule: a charitable subscription or a marriage settlement is binding without proof that the promise induced any action at all. That makes pledges to universities and charities easier to enforce in states that follow it.

Which landmark US cases shaped promissory estoppel?

Ricketts v. Scothorn (Nebraska, 1898)

John Ricketts gave his granddaughter, Katie Scothorn, a note dated 1 May 1891 promising $2,000 on demand with 6% interest. He told her, “None of my grandchildren work and you don’t have to.” She was working as a bookkeeper for $10 a week and gave up the job. After he died, his executor refused to pay. The Nebraska Supreme Court accepted that the note was a gift with no consideration, but held that because she had changed her position in reliance on it, the estate was estopped from raising that defence.

Drennan v. Star Paving Co. (California, 1958)

A paving subcontractor, Star Paving, bid $7,131.60 for work on a school project, and the general contractor, William Drennan, used that bid in his own winning tender. Star then said it had made a mistake and would not do the work at that price. Drennan hired another firm for $10,948.60 and sued. Justice Roger Traynor, writing for the California Supreme Court, applied section 90 of the first Restatement: Star “had reason not only to expect plaintiff to rely on its bid but to want him to”. Drennan recovered the $3,817 difference.

Hoffman v. Red Owl Stores (Wisconsin, 1965)

Joseph Hoffman wanted a Red Owl grocery franchise. The company’s representative told him $18,000 would set him up, a figure that later rose to $24,100 and then by a further $2,000. On the company’s advice he sold his grocery and his bakery building, paid $1,000 towards a lot in Chilton and paid moving costs. The deal collapsed. In its decision, 26 Wis. 2d 683, the Wisconsin Supreme Court formally adopted section 90 and upheld awards for the $2,000 loss on the bakery, the $1,000 lot payment, $125 rent and $140 moving costs. It ordered a new trial on the loss from selling the grocery business.

Cohen v. Cowles Media Co. (US Supreme Court, 1991)

During the 1982 Minnesota governor’s race, Dan Cohen gave reporters documents after being promised confidentiality. The newspapers named him anyway and he lost his job. In Cohen v. Cowles Media Co., 501 U.S. 663, the Supreme Court held 5-4 that the First Amendment does not bar a promissory estoppel claim against the press, because the doctrine is a law of general application. On remand, the Minnesota Supreme Court reinstated his $200,000 award.

How does promissory estoppel work in English law?

The modern English rule comes from Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130. In 1937 the landlord let a new block of flats for 99 years at a ground rent of £2,500 a year. In January 1940, with only a few flats let because of wartime conditions, it agreed in writing to cut the rent to £1,250. By early 1945 the flats were full, and in September 1945 the landlord demanded the full rent again.

Denning J held that the landlord could recover the full rent from mid-1945, because the reduction had been meant to last only while war conditions continued. But he also said that a promise “intended to be binding, intended to be acted on and in fact acted on, is binding so far as its terms properly apply”, so the landlord could not have claimed the arrears for the war years. That second point was not needed to decide the case, which makes it obiter. Our guide to ratio decidendi and obiter dicta explains why that distinction matters.

English courts then drew a firm limit. In Combe v Combe [1951] 2 KB 215, a former husband promised his ex-wife annual maintenance, and years later she sued to enforce the promise. The Court of Appeal rejected the claim because she had given no consideration. Promissory estoppel, Denning LJ said, “does not create new causes of action where none existed before”. It is usually described as a shield, not a sword: it stops someone enforcing strict legal rights they promised not to enforce, but it cannot be used to sue on an unsupported promise.

Proprietary estoppel is different. In Thorner v Major [2009] UKHL 18, David Thorner had worked unpaid on his cousin’s farm for about 30 years on the understanding he would inherit it. When the cousin died without a will, the House of Lords upheld David’s claim. Australia has gone further still: in Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387, the High Court of Australia allowed estoppel to found a claim after a landowner demolished a building in reliance on a lease that was never signed.

How is promissory estoppel different from consideration?

Consideration makes a promise enforceable because it is part of a bargain. Promissory estoppel makes a promise enforceable, or partly enforceable, because the other person relied on it. The table compares the main routes.

What remedies can a court award?

Because section 90 says the remedy “may be limited as justice requires”, US courts have flexibility. The most common measure is reliance damages: the money the claimant lost by acting on the promise, such as the bakery loss and moving costs in Hoffman. Sometimes a court gives something closer to expectation damages, as in Drennan, where the contractor got the extra cost of replacing the broken bid. Courts can also order a party to perform, though that is less common. Our explainer on the election of remedies covers how claimants choose between alternative forms of relief.

In England, the effect is usually defensive. The court will not let the promisor enforce the right it gave up, but the promise may stop operating when the circumstances it covered end, as the rent did in High Trees.

What are common examples of promissory estoppel?

• Construction bids. A general contractor relies on a subcontractor’s price, as in Drennan.
• Franchise or business negotiations. One side is told to sell assets or move to get a deal that never arrives, as in Hoffman.
• Withdrawn job offers. A candidate resigns from a secure post or relocates, then the offer is pulled. Results vary by state, especially where the new job would have been at will.
• Charitable pledges. Section 90(2) makes them binding without proof of reliance.
• Rent and debt concessions. A landlord or lender agrees to accept less and then tries to claim the difference, the classic English scenario.

How do you prove a promissory estoppel claim?

Most claimants plead promissory estoppel as an alternative to breach of contract, in case the court finds no binding contract. Our guides on proving breach of contract and bringing a breach of contract lawsuit cover that main claim. For the estoppel part, gather:

• the words of the promise, ideally in emails, letters or messages, plus any witnesses;
• evidence that the promisor knew you would act on it, or asked you to;
• a dated record of what you did, with proof of your losses, which usually set the ceiling on recovery.

Oral promises can be enough but are harder to prove. Our article on verbally accepting a settlement offer shows how courts approach spoken agreements. Limitation periods vary by state and by country, so act promptly.

Frequently asked questions

Is promissory estoppel a contract?

No. It works as a substitute for consideration, letting a court enforce a promise even though no contract was formed. Because there is no contract, US courts may limit the remedy to what is needed to avoid injustice.

What is the difference between promissory estoppel and equitable estoppel?

Equitable estoppel usually rests on a misleading statement about existing facts that someone relied on. Promissory estoppel rests on a promise about future conduct. Both stop a person from taking a position that would be unfair given what they said earlier.

Can promissory estoppel be used as a sword in the UK?

Generally not in England and Wales. Since Combe v Combe, it works as a defence against someone enforcing rights they promised to give up. Proprietary estoppel, which concerns land and property, can found a claim. Australian law allows estoppel to be used more widely.

What damages can you get for promissory estoppel?

In the US, often reliance damages covering money spent or lost because you acted on the promise. Some courts award the full value of the promise where that is needed to avoid injustice, as in construction bid cases. Lost future profits are harder to recover.

Does promissory estoppel apply to oral promises?

Yes. A promise does not have to be in writing for the doctrine to apply, although some kinds of agreements, such as land sales, are subject to rules requiring writing. Proving it is the practical hurdle, so witnesses and later messages that refer to it matter.

Can I use promissory estoppel if a job offer is withdrawn?

Sometimes. Claims are strongest where you resigned from another job or moved in reliance on a firm offer. Employers often argue that reliance was unreasonable because the job would have been at will and could have ended on the first day, and some courts accept that argument.

This article is general information about promissory estoppel and is not legal advice. The doctrine differs from state to state and between countries, and the outcome depends heavily on the facts, so speak to a qualified lawyer before relying on a promise or bringing a claim.