Restatement (Second) of Contracts
§ 90 Promise Reasonably Inducing Action or Forbearance
Summary
Section 90 codifies the doctrine of promissory estoppel, one of the most important principles in modern contract law. 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.
This section provides an alternative basis for enforcing promises that lack traditional consideration. It shifts the inquiry from whether a bargained-for exchange exists to whether the promisee reasonably relied on the promise to their detriment. The remedy may be limited as justice requires—courts may award reliance damages rather than full expectation damages.
Section 90 has become a powerful tool for enforcing charitable pledges, employment promises, promises within families, and pre-contractual representations. Its flexibility has led some scholars to argue it has effectively swallowed the consideration doctrine, though courts continue to treat it as an exception rather than the rule.
Key Elements
- 1A promise that the promisor should reasonably expect to induce reliance
- 2Actual action or forbearance by the promisee or a third person
- 3Injustice can be avoided only by enforcing the promise
- 4Remedy may be limited as justice requires
- 5No requirement of a bargained-for exchange
Practical Application
Courts apply § 90 in a wide range of contexts: employees who relocate based on job offers that are later withdrawn, contractors who incur expenses based on promises of future contracts, family members who change their position based on promises of inheritance, and charitable organizations that rely on pledges. The doctrine is particularly important in at-will employment, where traditional consideration may be lacking.
Exam Relevance
Promissory estoppel under § 90 appears on virtually every contracts exam. The typical pattern presents a promise that lacks consideration but induces reasonable reliance. Key analytical points: (1) Was the promise clear and definite? (2) Was reliance foreseeable? (3) Was reliance reasonable? (4) Would injustice result without enforcement? (5) Should damages be limited to reliance rather than expectation?