Congregation Kadimah Toras-Moshe v. DeLeo, 405 Mass. 365, 540 N.E.2d 691 (Mass. 1989)
Congregation Kadimah Toras-Moshe v. DeLeo is a foundational contracts case on the enforceability of charitable subscriptions.
Is an oral charitable pledge enforceable against a donor's estate absent consideration or definite and substantial reliance, and should a court adopt a special rule (Restatement (Second) of Contracts § 90(2)) enforcing charitable subscriptions without proof of reliance?
A promise to make a gift is generally unenforceable unless supported by consideration or enforceable under promissory estoppel upon proof of reasonable, definite, and substantial reliance such that injustice can be avoided only by enforcement. Massachusetts does not recognize a special rule that renders charitable subscriptions enforceable without consideration or reliance and declines to adopt Restatement (Second) of Contracts § 90(2) for that purpose. Unilateral acts of a promisee that are not bargained for by the promisor do not constitute consideration, and mere planning or bookkeeping entries without incurring obligations is insufficient reliance.
No. The oral charitable pledge was unenforceable because it lacked consideration and the congregation failed to show definite and substantial reliance; the court declined to adopt a special rule enforcing charitable subscriptions without proof of reliance. Judgment for the estate.
The case is a key authority in the charitable subscription and promissory estoppel canon. It contrasts sharply with Allegheny College by refusing to transform naming recognition into consideration absent donor request and by insisting on concrete reliance evidence. For students, it illustrates (1) the boundary between donative promises and enforceable bargains; (2) the rigor of the reliance requirement for promissory estoppel; and (3) jurisdictional divergence on Restatement § 90(2). Practically, it teaches charities to secure signed, explicit pledge agreements that specify bargained-for benefits or to undertake measurable, documentable reliance if they plan to litigate enforcement.