Legal Memorandum: Promissory Estoppel Claims in MN

Issue: Is a contract necessary to assert a promissory estoppel claim?

Promissory estoppel is an equitable doctrine that “implies a contract in law where none exists in fact.” Javinsky v. Comm’r of Admin., 725 N.W.2d 393, 398 (Minn. Ct. App. 2007).  “[P]romissory estoppel is an equitable form of action based on good-faith reliance.”  Olson v. Synergistic Tech. Bus. Sys., Inc., 628 N.W.2d 142, 152 (Minn. 2001).

Where there are promises outside the contract promissory estoppel may still lie.  See UFE v. Methode Elecs., Inc., 808 F. Supp. 1407, 1414-15 (D. Minn. 1992) (promissory estoppel will not lie if plaintiff “produced no evidence of any promises other than those reflected in the requirements contract”).

Thus, for example, in Myrlie v. Countrywide Bank, 775 F. Supp. 2d 1100, 1107 (D. Minn. 2011), the court explained that even though an express contract existed between the parties, the plaintiff’s promissory estoppel claim should not be dismissed where the estoppel claim was not based on the contract:

“[A]n express contract covering the same subject matter will preclude the application of promissory estoppel.”  In the present case, a mortgage agreement existed between the parties.  Defendants contend that as a matter of common law the existence of this mortgage contract bars any promissory estoppel claim.  This Court disagrees.  In Banbury v. Omnitrition International [533 N.W.2d 876 (Minn. App. 1995)] the plaintiff asserted that the defendant should be estopped from relying on an at-will clause because the defendant’s promissory statements and conduct led the plaintiff […]