Legal Memorandum: Doctrine of Promissory Estoppel in MN

Issue: Under the laws of the state of Minnesota, how does the doctrine of promissory estoppel operate?

Area of Law: Business Organizations & Contracts
Keywords: Doctrine of promissory estoppel; Conduct of seller; Deterimental reliance by buyer
Jurisdiction: Minnesota
Cited Cases: 306 N.W.2d 114; 526 N.W.2d 369
Cited Statutes: Restatement (Second) of Contracts § 90
Date: 02/01/2001

The doctrine of promissory estoppel arises when, because of conduct or promises by a seller that foreseeably lead to detrimental reliance by the buyer, the buyer would be unfairly harmed.  It therefore implies a "contract in law where none exists in fact."  Grouse v. Group Health Plan, Inc., 306 N.W.2d 114, 116 (Minn. 1981); Posch v. Kurtz, Civ. No. C3-96-1240, 1997 WL 20303 (Minn. Ct. App. Jan. 21, 1997); Restatement (Second) of Contracts § 90 (1981).  Plaintiffs as the parties claiming estoppel must allege (1) a clear and definite promise, (2) which the Defendants intended to induce Plaintiffs’ reliance, (3) actual reliance by Plaintiffs, and (4) unfairness which requires that justice enforce the promise.  Ruud v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995); Posch, __ WL __ at * __ Restatement (Second) of Contracts ¶ 90 (1981).


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