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promissory estoppel, or “detrimental reliance.”FormationFormation of a contract requires (1) a valid offer, (2) a valid acceptance of the offer, (3)consideration or a substitute for consideration, and (4) a lack of valid defenses. These fourelements create an enforceable obligation.(1) OfferAn offer is an outward manifestation of present contractual intent (present intent to enterinto a bargain), communicated to the offeree in sufficiently clear and definite terms.(a) Outward Manifestation of present contractual intent/communicatedto the offereeEd stated to Charlie that “I’ll give you a free car wash tomorrow.” Ed manifested presentintent to make a promise to Charlie. While this does not demonstrate present intent toenter into a bargain, it demonstrates an offer sufficient to warrant discussion of aconsideration issue.(b) TermsThe terms of Ed’s “offer” are:Quantity - One (1)Time - Any reasonable time the day after the offerIdentity - Ed and CharliePrice - FreeSubject matter - Car WashThe “offer” is valid.(2) AcceptanceAt Common law, acceptance is unequivocal assent to the terms of the offer.Charlie unequivocally replied, “Thanks, I’ll take you up on that.”
-9-(3) ConsiderationConsideration is bargained[-]for exchange of legal benefit and detriment, which induces theparties to enter into the bargain[.](a) No ConsiderationEd will argue that no consideration supports the agreement because Charlie promisednothing in return, and nothing Charlie promised induced Ed or Charlie to enter into thecontract.(b) Promissory Estoppel - Restatement §90At Common Law, the doctrine of promissory estoppel is available to act as a substitute forbargained[-]for consideration. Where it is foreseeable that a gratuitous promise will causereliance of a substantial character on the part of the offeree, and such justifiable relianceof a substantial character on the part of the offeree, and such justifiable reliance doesoccur, the promise will be enforce[d] to the extent necessary to prevent injustice.(i)Reliance of a Substantial CharacterCharlie will argue that he replied on the promise by leaving work and driving for one halfhour.Depending on how much these two actions cost him (lack of pay, cost of gasoline, timeinvested), his reliance may be of a “substantial character.[“](ii) Foreseeable RelianceEd may argue that Charlie’s reliance was not foreseeable. However, Charlie stated,“Thanks, I’ll take you up on that,” and in doing so demonstrated to Ed that Ed should expectCharlie to rely on the offer in some way.It is arguable whether reliance “of a substantial character” is foreseeable.(iii) Sufficient Substitute?It is arguable that either argument will succeed, and either may probably win depending onhow a judge or jury decided to rule.ConclusionAlice and Officer Brown have no legal recourse against Ed.Charlie may (or may not) have legal recourse in compensation for his detrimental reliance.(c) ConclusionThere is no consideration to support this agreement, and Ed’s gratuitous promise may beretracted at any time.No discussion of defenses is needed, because no defenses apply, and with or without