Is a Promise Enforceable in the Absence of a Written Contract?

Under Florida law, a party who has not entered into a contract to do something, but who has promised to do something, sometimes still has a legal obligation to fulfill the promise, but only when specific conditions are met. This is sometimes called “promissory estoppel.”

To recover damages from a defendant for promissory estoppel, the plaintiff must prove all of the following:

  • The defendant promised to do something (the promise must be definite, specific, and of a substantial nature);
  • The defendant should have reasonably expected the promise to change the plaintiff's behavior;
  • In reliance on the defendant’s promise, the plaintiff changed his behavior; and
  • Injustice can be avoided only if the promise is enforced.

To “change behavior” means to do something of significance that the person otherwise would not have done, or to refrain from doing something of significance that the person otherwise would have done.

Some issues to consider concerning a legal claim for promissory estoppel include:  

  • It is not available where the claim would be barred by the statute of frauds.
  • It must be proved by clear and convincing evidence, not just by the greater weight of the evidence. Clear and convincing evidence is a higher burden of proof than the greater weight of the evidence.
  • Several Florida appellate courts have implied that it is appropriate to submit the claim to a jury, but no Florida court has directly decided the issue of whether the court or a jury should decide the issues related to a promissory estoppel claim.

If you have questions concerning whether a particular promise may be enforceable in the absence of a contract, please contact Joel Ewusiak for assistance.