Remedies Where Agreement is Incomplete or Indefinite

o D and P negotiated back and forth about P’s interested in owning a Red Owl franchise; D made constant assurances to P that if he did certain things, like buy an option to get land, he would get his franchise; D tested P’s commitment, but never make a formal offer; P eventually terminated negotiations, but sought recovery for his expenditures before that point.
o ISSUE: Is there a cause of action for promissory estoppel even without an explicit promise? YES. Is the jury’s appropriation of damages appropriate? NO, the damages for the Wautoma grocery store are not needed for justice.
o HOLDING: Apply §90: P relied on representations of fact made by D and fulfilled conditions required under negotiations; injustice without relief for P b/c of D’s failure to keep promises which induced P’s to their detriment. His state of mind should be in conformity with this representation. Usually promises need to be explicit, but here the crt applies §90 to implicit promises or ‘representations of fact,’ which were a series of assurances that seem to be someone promissory in nature. Reliance is the substitution for consideration.
• Was the promise one which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee? (Jury decides)
• Did the promise actually induce action or forbearance? (Jury decides)
• Can injustice be avoided only be enforcement of the promise? (Judge decides)
o MAIN POINT: You still have a cause of action when the agreement is indefinite!! There may be reliance even without an explicit promise!
• For promissory estoppel, don’t need assurances that rise to the level of a legally operative offer, just show reliance.
• This case presents the ‘high water mark’ in the development of promissory estoppel → farthest advance into policing conduct in pre-contract negotiations.

P only given reliance damages: We only need to be put P in place of pre-promise before he relied on representations. P can’t claim expectancy damages of lost profits for Wautoma store bc no breach of contract→ damages limited as justice requires under §90; not going to award full-fledged damages here b/c we don’t know what parties would’ve agreed on in end. Also, he bought Wautoma store to gain experience in the grocery store business as a side ‘experiment’ and may have still personally gained from this personal decision. He was entitled to restitution damages only for his reliance in selling his bakery shop→ damages measured by the difference between the sales price and the fair market value of the store.
I. Under promissory estoppel, it might be appropriate to award reliance damages, but not breach of contract expectancy damages
II. Only compensated for reasonable reliance, so they won’t go around relying haphazardly, thinking they’ll get all of it back in the end
III. Allowing P to recover is good for the Red Owl’s of the world b/c it will allow people to rely on their promises; otherwise, no one would want to make agreements with them
IV. If one party strategically delays in investing, there is usually a cause of action (can usually recover)