Insilco Corp

v. First Nat’l Bank, 248 Ga. 322, 283 S.E.2d 262 (1981) (decided prior to the passage of Ga. L. 1981, p. 876). Principle of promissory estoppel has no application where the promise relied on was for employment for an indefinite period; thus, fired at-will employees’ claims against their employer based on promissory estoppel were dismissed for failure to state a claim upon which relief could be granted. Balmer v. Elan Corp., 278 Ga. 227, 599 S.E.2d 158 (2004). To prevail on a promissory estoppel claim a plaintiff must demonstrate that: (1) the defendant made certain promises; (2) the defendant should have expected that the plaintiff would rely on such promises; and (3) the plaintiff did in fact rely on such promises to the plaintiff ’s detriment. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir. 1991). Under the promissory estoppel doctrine, codified at O.C.G.A. § 13-3-44(a), 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 induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise; the essential elements of promissory estoppel 206 are: (1) the defendant made a promise or promises; (2) the defendant should have reasonably expected the plaintiffs to rely on such promise; (3) the plaintiffs relied on such promise to plaintiffs’ detriment; and (4) an injustice can only be avoided by the enforcement of the promise, because as a result of the reliance, plaintiffs changed plaintiffs’ position to plaintiffs’ detriment by surrendering, foregoing, or rendering a valuable right. McReynolds v. Prudential Ins. Co. of America, 276 Ga. App. 747, 624 S.E.2d 218 (2005). Promissory estoppel requires an enforceable promise. — Threshold requirement of a promissory estoppel claim is that there be some enforceable promise by the adverse party. Foley Co. v. Warren Eng’g, Inc., 804 F. Supp. 1540 (N.D. Ga. 1992). Promissory estoppel requires reasonable reliance. — Promissory estoppel cannot be applied unless the promisee reasonably relied on the promise. Fidelity & Deposit Co. v. West Point Constr. Co., 178 Ga. App. 578, 344 S.E.2d 268 (1986); Poindexter v. American Bd. of Surgery, Inc., 911 F. Supp. 1510 (N.D. Ga. 1994); Owens v. American Refuse Sys., Inc., 244 Ga. App. 780, 536 S.E.2d 782 (2000). Because a letter of intent signed by the plaintiff specifically stated that neither party could rely on any representations made by the other party regarding whether the transaction in question would be consummated, as a matter of law, the plaintiff could not rely reasonably upon any alleged representations by the defendant. W.R. Grace & Co.-Conn. v. Taco Tico Acquisition Corp., 216 Ga. App. 423, 454 S.E.2d 789 (1995). Promissory estoppel requires only that the reliance by the injured party be reasonable, and it does not require that the injured party exhaust all other possible means of obtaining the benefit of the promise from any and all sources before being able to enforce the promise against the promisor. Mooney v. Mooney, 235 Ga. App. 117, 508 S.E.2d 766 (1998). Failure to show reliance on a promise. — Former city employee failed to establish a promissory estoppel claim under O.C.G.A. § 13-3-44(a) based on an alleged promise by the city manager that she had a year on the job to prove herself because the employee did not show any action or forbearance she 13-3-44 made in reliance on this promise. Goddard v. City of Albany, 285 Ga. 882, 684 S.E.2d 635 (2009). Promise performable in the future. — Fact that a contractor’s purported promise was both performable in the future and conditioned on a future event would not preclude the application of promissory estoppel. Kemire, Inc. v. Williams Investigative & Sec. Servs., Inc., 215 Ga. App. 194, 450 S.E.2d 427 (1994). Plaintiff need not be in privity of contract with defendant to assert promissory estoppel. — Regardless of whether or not the plaintiff was in privity of contract with the defendants, plaintiff was clearly entitled to assert a right of action against the defendants based on plaintiff alleged assurances to plaintiff, after delivery, that the metal plaintiff ’s contractor had purchased from the defendants was guaranteed and that its discoloration did not indicate the existence of a substantial defect. Moreover, if no consideration was given by the plaintiff in return for these assurances, the assurances were nevertheless binding based on the doctrine of promissory estoppel. Irvin v. Lowe’s of Gainesville, Inc., 165 Ga. App. 828, 302 S.E.2d 734 (1983). Compliance with expired covenants. — Landowners, unaware that restrictive covenants had expired, relied on an agreement to extend the covenants and took no action to enact new covenants or otherwise protect their property interests, this forbearance, combined with their continued compliance with and enforcement of the covenants, bound defendant and other landowners personally to comply with the covenants. Canterbury Forest Ass’n v. Collins, 243 Ga. App. 425, 532 S.E.2d 736 (2000). Promissory estoppel claim survived summary judgment as issue of reliance remained. — As there was evidence that a landlord promised to pay for remediation of the tenants’ property and the cost of decontaminating and storing their possessions, and questions of fact remained as to whether the landlords should have expected the tenants to rely on these promises and whether that reliance was reasonable and to the tenants’ detriment, the landlords were not entitled to summary judgment on the tenants’ promissory estoppel claim. Brown v. Rader, 299 Ga. App. 606, 683 S.E.2d 16 (2009). 207 Promissory Estoppel (Cont’d) 2. Application Promise to pay for college. — Complaint sufficiently stated a promissory estoppel claim where it alleged that a father had repeatedly promised his daughter that he would pay one-half of the costs of the daughter attending a private historically African-American college or university, that relying on this promise, the daughter applied to and was accepted into such a school, foregoing opportunities to apply to and enroll in other colleges or universities of significantly less cost, that the father nevertheless refused to honor his commitment, and that to avoid injustice, the father should have been required to honor his promise; a trial court erred in granting the father’s motion to dismiss. Houston v. Houston, 267 Ga. App. 450, 600 S.E.2d 395 (2004). Real property purchase agreements. — Trial court erred in dismissing a real property purchaser’s claims of negligent misrepresentation and promissory estoppel under O.C.G.A. § 13-3-44 as there was no requirement that the real property purchase agreement be enforceable for those claims to be actionable, and the agreement was enforceable at the time that the agreement was made, such that reliance could have been had thereon; damages were properly pled, as recovery under promissory estoppel could have been had for damages that were equitable and necessary to prevent injustice, and as to negligent misrepresentation, necessary expenses consequent upon an injury were recoverable under O.C.G.A. § 51-12-7. Hendon Props. v. Cinema Dev., LLC, 275 Ga. App. 434, 620 S.E.2d 644 (2005). Price quotes. — Price quoted over the telephone by equipment supplier to general contractor preparing a bid was not enforceable in the absence of evidence that the quote was intended or understood as a ‘‘firm offer.’’ Foley Co. v. Warren Eng’g, Inc., 804 F. Supp. 1540 (N.D. Ga. 1992). Promise for pay increase. — County employees could not establish a promissory estoppel claim where, O.C.G.A. § 36-30-3(a), which prevents any council from preventing free legislation by binding future county authorities to approve annual salary increases, the county could not promise mandatory annual four percent pay 13-3-44 raises. Johnson v. Fulton County, 235 Ga. App. 277, 509 S.E.2d 355 (1998). Franchising agreements. — Franchisee failed to state a claim of promissory estoppel under O.C.G.A. § 13-3-44(a) because the allegations against the franchiser regarding statements about initial investment expenses, food and labor costs, the franchiser’s experience, knowledge, and expertise, and the franchiser’s perfected system of opening and operating its franchises were not manifestations of an intention to act or refrain from action; instead, the statements were merely representations and not promises, and an actionable claim of promissory estoppel required reliance on a promise, rather than a representation of fact. Am. Casual Dining, L.P. v. Moe’s Southwest Grill, L.L.C., 426 F. Supp. 2d 1356 (N.D. Ga. 2006). Employee benefits. — Because the evidence did not support a finding that an employer promised to extend a service contract with an employee benefits plan administrator, the trial court properly granted summary judgment to the employer on the administrator’s promissory estoppel claim. Hewitt Assocs., LLC v. Rollins, Inc., 294 Ga. App. 600, 669 S.E.2d 551 (2008). Real estate developers’ reliance on a supermarket’s assurances regarding its desire to lease space in a shopping center was unreasonable, in the light of the supermarket’s clear intention not to become obligated until a lease was drafted, approved, and signed by both parties. Doll v. Grand Union Co., 925 F.2d 1363 (11th Cir. 1991). An employee could not reasonably rely upon oral promises of certain payments by an employer, since an earlier agreement regarding compensation specified that the agreement could be altered only in writing and this was never done. Gerdes v. Russell Rowe Communications, Inc., 232 Ga. App. 534, 502 S.E.2d 352 (1998). Promise of agency agreement. — Since the evidence showed that, even if a promise of an exclusive one year agency agreement was conditional upon the working out of details, there was a material issue of fact concerning whether this condition was fulfilled and whether the defendants should have reasonably expected to induce the action taken by plaintiffs, the trial court erroneously granted summary judgment to defendants on plaintiffs’ promissory estoppel 208 claim. Pacrim Assocs. v. Turner Home Entertainment, Inc., 235 Ga. App. 761, 510 S.E.2d 52 (1998). Stockholder in venture capital firm. — Trial court granted summary judgment to the venture capital firm on the first stockholder’s promissory estoppel claim against the venture capital firm regarding a reverse merger; the first stockholder entered into the reverse merger after the venture capital firm had investigated the publicly-traded company to be acquired in that merger, which subsequently went bankrupt and prevented the first stockholder from redeeming shares the first stockholder had in that company; the documents that the first stockholder signed regarding the reverse merger disclaimed any reliance on oral agreements that the first stockholder might have entered into regarding the reverse merger, and, thus, the first stockholder could not show reasonable reliance on any such oral agreements, such as the allegation that the venture capital firm had guaranteed the redemption of the shares of stock in order to get the first stockholder to sign the reverse merger documents. Tampa Bay Fin., Inc. v. Nordeen, 272 Ga. App. 529, 612 S.E.2d 856 (2005). Insurance policies. — When an insurer was advised that its insured was ordered to maintain a particular life insurance policy for the benefit of a former wife, its statement to the former wife that it would ‘‘consider’’ that order before taking any action under the policy did not create a promissory estoppel claim, under O.C.G.A. § 13-3-44(a), by the former wife against the insurer, when the insurer paid life insurance benefits to the insured’s new wife, upon the husband’s death, rather than to the former wife, because the insurer could not reasonably expect that the former wife would rely on that alleged promise, as the insurer did not commit itself to take or refrain from any particular action regarding the policy. McReynolds v. Prudential Ins. Co. of America, 276 Ga. App. 747, 624 S.E.2d 218 (2005). Plaintiff insurer’s O.C.G.A. § 13-3-44(a) promissory estoppel claim, contending that the defendant insurer was precluded from recovering defense and settlement costs in excess of 25%, failed because the plaintiff did not rely to plaintiff ’s detriment on a letter from the defendant, which proposed that the plaintiff pay 25 percent of costs, as 13-3-44 the plaintiff never responded to that letter and that letter did not induce any action of forbearance on the plaintiff ’s part. Graphic Arts Mut. Ins. Co. v. Essex Ins. Co., 465 F. Supp. 2d 1290 (N.D. Ga. 2006). Breach of contract. — In a cottonseed buyer’s suit for breach of contract against a cottonseed seller, the trial court properly granted summary judgment to the seller as no mutuality as to the contract terms existed since the buyer never obtained credit approval. Further, the buyer’s reliance on the purported promise was unreasonable as a matter of law; thus, promissory estoppel did not apply as the buyer never received credit approval, which was an essential element of the cottonseed business. AgriCommodities, Inc. v. J. D. Heiskell & Co., 297 Ga. App. 210, 676 S.E.2d 847 (2009). Applicant’s claim of promissory estoppel, based on the applicant’s acts, including declining a job offer, in reliance on a promise of a job and substantial company stock, failed because a reasonable person would not rely on such a promise that was not reduced to writing. Reindel v. Mobile Content Network Co., LLC, 652 F. Supp. 2d 1278 (N.D. Ga. 2009). Restrictions on vacant property. — When the plaintiffs produced evidence that agents and principals of a development company promised that adjoining vacant property would be at least as restricted as the plaintiffs’ lots, and that these promises induced the appellees to purchase lots and homes in a subdivision, under subsection (a) of O.C.G.A. § 13-3-44 the plaintiffs have produced sufficient evidence to create an issue of fact as to whether the defendants should be bound by promissory estoppel. Knotts Landing Corp. v. Lathem, 256 Ga. 321, 348 S.E.2d 651 (1986). Restrictive covenants. — Doctrine of promissory estoppel did not apply to bind landowners to uphold legally insufficient restrictive covenants to which the landowners never agreed. Duffy v. Landings Ass’n, Inc., 245 Ga. App. 104, 536 S.E.2d 758 (2000). Termination of oral distributorship. — Promissory estoppel was inapplicable to situation where manufacturer terminated oral distributorship. Loy’s Office Supplies, Inc. v. Steelcase, Inc., 174 Ga. App. 701, 331 S.E.2d 75 (1985). 209 Promissory Estoppel (Cont’d) 2. Application (Cont’d) Estoppel not invoked by hospital agent’s statement regarding insurance coverage. — There could be no detrimental reliance on a hospital agent’s erroneous statement that a patient’s treatment would be covered by insurance since the agent did not tell the patient something the patient did not already believe or know, and the patient had an opportunity to inquire of the patient’s insurer whether the patient’s care would be covered. LaVeau v. Republic Health Corp., 181 Ga. App. 106, 351 S.E.2d 506 (1986). After employer undertook to have renovation work done in a portion of the plant, and contracted with another to do the floor refinishing, an employee was not a party to the contract but was, at best, an incidental beneficiary. Church v. SMS Enters., 186 Ga. App. 791, 368 S.E.2d 554 (1988). Promise of employment for indefinite period. — Principle of promissory estoppel, codified in subsection (a) of O.C.G.A. § 13-3-44, has no application where the promise relied on was for employment for an indefinite period. Barker v. CTC Sales Corp., 199 Ga. App. 742, 406 S.E.2d 88, cert. denied, 199 Ga. App. 905, 406 S.E.2d 88 (1991). Employee whose employment was for an indefinite term, and for that reason was terminable at the will of the employer, had no cause of action for the employer’s alleged failure to honor the terms of the employee’s employment contract under the doctrine of promissory estoppel. The doctrine of promissory estoppel codified at subsection (a) of O.C.G.A. § 13-3-44 has no application to enforce executory promises pertaining to employment for an indefinite term. Also, any promises upon which the employee could rely to show misrepresentation were unenforceable because the employee’s underlying employment contract, being terminable at will, was unenforceable. Johnson v. Metropolitan Atlanta Rapid Transit Auth., 207 Ga. App. 869, 429 S.E.2d 285, cert. denied, 510 U.S. 1016, 114 S. Ct. 612, 126 L. Ed. 2d 577 (1993). Trial court did not err in finding that the terminated employees did not state a claim upon which relief could be granted related to their claim that the doctrine of promis- 13-3-44 sory estoppel applied to the alleged promise of the businesses not to fire the employees for participating in a government inspection of the businesses’ facilities, and was an exception to the employee’s at-will employment, as the doctrine of promissory estoppel did not allow for enforcement of executory promises pertaining to employment for an indefinite term. Balmer v. Elan Corp., 261 Ga. App. 543, 583 S.E.2d 131 (2003), aff ’d, 278 Ga. 227, 599 S.E.2d 158 (2004). Promise of child support. — When defendant in a support proceeding who was not the natural or formally adoptive father of the child had voluntarily assumed a duty to support and continued to support the child for a period of 10 years, the duty remained enforceable. Wright v. Newman, 266 Ga. 519, 467 S.E.2d 533 (1996). Former wife’s allegations that she detrimentally relied on the former husband’s repeated promises to financially support the parties’ grandchild, of which they had custody, stated a claim for promissory estoppel in her action seeking child support. Mooney v. Mooney, 235 Ga. App. 117, 508 S.E.2d 766 (1998). Trial court erred by requiring an ex-spouse to pay child support for a child of whom the ex-spouse was not the biological parent of, despite allegedly promising to pay, because the trial court incorrectly applied the doctrine of promissory estoppel to the agreement as there was no evidence that the promise to pay support caused the actual parent/ex-spouse of the child to forego a valuable legal right to the actual parent’s/ ex-spouse’s detriment. Garcia v. Garcia, 284 Ga. 152, 663 S.E.2d 709 (2008). Not applicable to O.C.G.A. § 11-8-319. — The circumstances set out in paragraphs (b) through (d) of O.C.G.A. § 11-8-319 do not include promissory estoppel. Promissory estoppel is thus unavailable to plaintiffs in plaintiffs’ effort to be relieved of the burden of proving an enforceable written agreement. Anderson Chem. Co. v. Portals Water Treatment, Inc., 768 F. Supp. 1568 (M.D. Ga. 1991), aff ’d in part, rev’d in part, 971 F.2d 756 (11th Cir. 1992). Sale of business. — Evidence that, in reliance on the promise of the first purchaser and the second purchaser to buy the corporation’s store and pay the purchase price over time by paying the corporation to 210 process all clothes brought to the store, the corporation closed the corporate store, transferred the store’s inventory and customer base to the first purchaser and the second purchaser at their nearby new location, actively referred all the store’s customers to the new store location, refrained from competing against the store, and agreed to allow the store to use the store’s trade name, was sufficient to support the jury’s verdict against the first purchaser and the second purchaser under the principles of promissory estoppel. DeCelles v. Morgan Cleaners & Laundry, Inc., 261 Ga. App. 690, 583 S.E.2d 462 (2003). Extension on closing date. — Because a buyer under a real estate contract failed to present evidence of any efforts it took to get the property rezoned after an extension of the closing date was signed, or evidence of any forebearance resulting from the buyer’s reliance upon the extension, there was no detrimental reliance, and the buyer’s claim that the extension was enforceable by means of promissory estoppel was meritless. Lotus Prop. Dev., LLC v. Greer, 278 Ga. App. 773, 630 S.E.2d 112 (2006). 13-3-45 Ultra vires action of public official does not support promissory estoppel claim. — County administrator incorrectly advised a former county employee that the employee would start receiving retirement benefits in nine years. As the administrator disregarded and deviated from the terms of the county retirement plan, rather than simply making a mistake during an otherwise authorized action under the plan, the administrator engaged in an ultra vires action that could not support the employee’s promissory estoppel claim under O.C.G.A. § 13-3-44(a). Mullis v. Bibb County, 294 Ga. App. 721, 669 S.E.2d 716 (2008). Mutual Subscriptions Application to written but not oral mutual subscriptions. — Application to mutual subscriptions, which means written promises mutually entered into by subscribers, but statute is not sufficiently broad to include oral promises and cannot be so extended. YMCA v. Estill, 140 Ga. 291, 78 S.E. 1075, 48 L.R.A. (n.s.) 783, 1914D Ann. Cas. 136 (1913) (decided prior to the passage of Ga. L. 1981, p. 876). 13-3-45. Effect of partially valid consideration; effect of illegal consideration.