By Paula Quillin.
The Court in Russell v. Board of County Commissioners, 1997 OK 80, 952 P.2d 492 outlined the elements of the doctrine of promissory estoppel. The Court first noted that “Promissory estoppel, which is grounded in the Restatement (Second) of Contracts § 90, has been incorporated into Oklahoma common law.” Id. at ¶ 27, citing Roxana Petroleum Co. v. Rice, 1924 OK 1042, 235 P. 502; Bickerstaff v. Gregston, 1979 OK CIV APP 64, 604 P.2d 382, 384. Section 90 of the Restatement states in part:
“(1) 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 remedy granted for breach may be limited as justice requires. . . .” Id. ¶ 27. In Russell the Court set forth what the proof that is necessary to establish promissory estoppel:
The elements necessary to establish promissory estoppel are: (1) a clear and unambiguous promise, (2) foreseeability by the promisor that the promisee would rely upon it, (3) reasonable reliance upon the promise to the promisee’s detriment and (4) hardship or unfairness can be avoided only by the
Id. ¶ 27 (footnotes omitted)
“[S]o-called promissory estoppel . . . is based upon the same equitable principles as is estoppel by silence. In the one case a promise is made with the intention that it be acted upon by the promisee; in the other, a
person has been silent on some occasion when he should have spoken. But in either case the party who is estopped has in effect stood by and, in violation of his duty in equity and good conscience to warn another of the real facts, permitted the latter to take some action detrimental to his own interest. . . . [T]there must be an intention that some action be taken thereon . . . .” Dixon v. Roberts, 1993 OK CIV APP 15 ¶13, 853 P.2d 235, citing Lacy v. Wozencraft, 1940 OK 383, 105 P.2d 781, 783.
“Our cases tend to use promissory estoppel as a substitute for bargained for consideration with the consequence that once it is found the parties are granted remedies as if agreement were reached and the promissor is held to his promise.” Bickerstaff v. Gregston, 1979 OK CIV APP 64, 604 P.2d 382, 384 fn. 1.