State Bank of Standish v. Curry

500 N.W.2d 104, 442 Mich. 76

• Court: Michigan Supreme Court
• Decided: April 13, 1993
• Docket: 92311, (Calendar No. 6)
• Status: Published

Opinions

Boyle, J.

We granted leave in this case to determine whether there was sufficient evidence of a clear and definite promise to support a claim for relief on the theory of promissory estoppel. After careful review of the record, we find that there was. Accordingly, we affirm in part and reverse in part the decision of the Court of Appeals. We reinstate the jury’s verdict in favor of the Currys and remand the case to the trial court for further proceedings consistent with this opinion.

i

Robert and Kathleen Curry are dairy farmers. Beginning in 1975, the Currys annually obtained funds from the State Bank of Standish to purchase seed, fertilizer, and chemicals for spring planting. The sum of the operating loan varied little from year to year and was used solely for the planting of crops. Early each year, Mr. and Mrs. Curry would visit the bank to discuss the upcoming spring loan and crop plan with the bank’s officers. The bank would complete the required paperwork and, after the initial visit with the Currys to discuss the loan, simply call the Currys back to the bank in March or April to sign the promissory note. Any outstanding balance on the previous year’s loan was rolled over and added into a new loan bearing an interest rate of two points over the bank’s prime rate, which was then amortized over a five-year period. Monthly payments were made directly from the Michigan Milk Producers Association (mmpa) by assignment of the proceeds from the Currys’ milk contract. As collateral, the bank had a security agreement on all the Currys’ personal property, which was, at a minimum, twice the value of the loan.

The federal government, in an attempt to stabilize prices in the dairy market in March 1986, implemented a dairy herd buy-out program.¹ Although never in default on any of his loans, Mr. Curry, discouraged by the increasing economic difficulties with dairy farming in the 1980’s, seriously considered the program. The buy-out would have afforded him a debt-free termination of his dairy business. In addition to the money received from the government buy-out, the Currys’ registered dairy herd could be sold in Canada for a greater amount than those unregistered herds in the program that would be slaughtered.

Mr. and Mrs. Curry went to the bank in January and February of that year with the sole purpose of discussing the government buy-out program to decide whether they should continue in or get out of the dairy farming business. At that time, Mr. Curry brought to the bank a written breakdown of the $20,000 needed for the upcoming spring loan. As usual, the Currys spoke with Mr. Garry, the assistant vice president and loan officer, and were later joined by Mr. Pelts, the executive vice president of the bank. The discussion centered on the current trying economic times and whether the Currys should enter the buy-out program. Mr. Curry testified that in the context of discussing whether he should continue dairy farming or get out of the dairy business, he asked the bank officers whether the bank would continue to support their farm. Mr. Garry and Mr. Pelts responded that the Currys were doing a good job and had made all their payments and that there was no reason to worry about their future in the dairy business because the bank would support them. Believing they had a promise for the upcoming spring loan on the basis of this conversation with bank officers, the Currys continued with their dairy farming operation and did not submit a serious bid in the government’s March 1986 buyout program.²

In mid-April, Mr. Curry stopped at the bank to request an additional $5,000 to tile a field and to inquire about the delay in signing the papers for the spring operating loan. Although it was now well into the spring planting season, Mr. Garry stated that "it would probably be a couple weeks before he got it all done.” Mr. Curry contacted the bank in May and was informed by Mr. Garry that the bank would not renew their operating loan for 1986. Mr. Curry sought alternative financing from an arm of Farm Credit Services, but was told that he would first have to pay off his existing loan at the State Bank of Standish because it held all his personal property as collateral. He was unable to do so. To acquire the necessary cash to sustain the dairy operation, the Currys obtained credit from suppliers and subsequently defaulted on the outstanding promissory note with the bank. Because of late planting and necessary cutbacks, the production and health of the dairy herd declined.

The bank filed an action for claim and delivery. The Currys counterclaimed, alleging economic and emotional damages arising from breach of the bank’s duty of good faith and fair dealing, fraud, duress, and promissory estoppel. The trial court granted the bank’s motion for summary disposition pursuant to MCR 2.116(C)(8) on all counterclaims except promissory estoppel. The court also found no defense to the bank’s claim and delivery action, but stayed judgment until after trial for the purpose of setoff, if any.

At trial, the jury found by special verdict that the bank made a clear and definite promise to loan money to the Currys for their 1986 farm operating needs and that the Currys had justifiably relied on that promise to their detriment. The jury award was set off against the amount due the bank on the promissory note, resulting in a judgment for the Currys of $56,243.44.

On appeal, conceding the facts alleged by the Currys as true, the bank contended that there was no evidence of a clear and definite promise by it to make the loan. The Court of Appeals agreed, 190 Mich App 616; 476 NW2d 635 (1991), reversed the trial court’s judgment in favor of the Currys on the promissory estoppel claim, and affirmed the summary disposition on the fraud, duress, and good-faith and fair-dealing claims. We granted leave to appeal. 439 Mich 1021 (1992).

Because we agree with the Court of Appeals regarding summary disposition of the fraud, duress, and good-faith and fair-dealing claims, we address only the promissory estoppel issue. In its brief and at oral argument, the bank conceded reliance and did not raise the issues of consideration or damages. The only issue before us is whether the Court of Appeals correctly found insufficient evidence to permit the jury to sustain the Currys’ claim of promissory estoppel.

ii

The Currys do not allege a promise to loan money on the basis of assurances by the bank that they were in compliance with the farm plan discussed the previous year, nor do they allege a promise solely on the basis of their ten-year financial relationship with the bank.³ What the Currys do claim is that the bank made a clear manifestation that it would continue to extend credit to finance their farming operation for the upcoming spring planting season, and that the material terms for that loan can be determined from the nature of that transaction and through the course of dealings between the parties. The bank, as counter defendant, does not dispute the element of reliance. Rather, as appellant below, the bank argued only that there was no record support for a finding of a clear and definite promise as a matter of law.

The doctrine of promissory estoppel is set forth in 1 Restatement Contracts, 2d, § 90, p 242:

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.[⁴]

Promissory estoppel developed to protect the ability of individuals to trust promises in circumstances where trust is essential. It is the value of trust that forms the basis of the entitlement to rely. Farber & Matheson, Beyond promissory estoppel: Contract law and the "Invisible Handshake," 52 U Chi LR 903, 928, 942 (1985).⁵ However, the reliance interest protected by § 90 is reasonable reliance, aiid "reliance is reasonable only if it is induced by an actual promise.” School Dist No 69 of Maricopa Co v Altherr, 10 Ariz App 333, 340; 458 P2d 537 (1969).

In Williston on Contracts, Professor Lord observes that although the elements required to invoke the doctrine are straightforward, they necessarily involve a threshold inquiry into the circumstances surrounding both the making of the promise and the promisee’s reliance as a question of law. The existence and scope of the promise are questions of fact, and "a determination that the promise exists will not be overturned . . . unless it is clearly erroneous.” 4 Williston, Contracts (4th ed), § 8:5, pp 84-85, 102-103.⁶ Thus, while we agree with the Court of Appeals in the instant case that the sine qua non of the theory of promissory estoppel is that the promise be clear and definite, we cannot agree with its narrow review of -the record as evidence that such a promise did not exist.

The term promise is defined in 1 Restatement Contracts, 2d, § 2, p 8:

A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made.[⁷]

Courts are variably strict and flexible in determining whether a manifestation of intent may furnish a basis for promissory estoppel. The strict view, distinguishing promises that are future oriented from statements of belief, holds that a statement that is indefinite, equivocal, or not specifically demonstrative of an intention respecting future conduct, cannot serve as the foundation for an actionable reliance. Feinman, Promissory estoppel and judicial method, 97 Harv L R 678, 690-692 (1984). This is usually determined by finding that the promisor’s expression concerning his future conduct is insufficiently certain or defined. McMath v Ford Motor Co, 77 Mich App 721, 725; 259 NW2d 140 (1977). “Similarly, if the expression is made in the course of preliminary negotiations when material terms of the agreement are lacking, the degree of certainty necessary in a promise is absent.” Feinman, supra at 691-692.

Drawing heavily from the Restatement’s definition of promise, it has been suggested that “[a] promise may be stated in words, either orally or in writing, or may be inferred wholly or partly from conduct. . . . Both language and conduct are to be understood in the light of the circumstances, including course of performance, course of dealing, or usage of trade.” Farber & Matheson, supra at 932 and n 104. In addition, "[a] promise must [also] be distinguished from a statement of opinion or a mere prediction of future events.” Id. at 933.⁸ Variables such as the nature of the relationship between the parties, the clarity of the representation, as well as the circumstances surrounding the making of the representation, are important to the determination of whether the manifestation rises to the level of a promise. Both traditional contract and promissory estoppel theories of obligation use an objective standard to ascertain whether a voluntary commitment has been made.⁹ To determine the existence and scope of a promise, we look to the words and actions of the transaction as well as the nature of the relationship between the parties and the circumstances surrounding their actions.

Lenders and borrowers frequently enter into preliminary discussions of whether a loan will be refinanced or further credit will be extended. Bahls, Termination of credit for the farm or ranch: Theories of lender liability, 48 Mont L R 213, 219 (1987). And a lender should, expect and "anticipate that a promise to lend needed money would induce a borrower to rely on the promise by making preparations for the loan . . . or to cease searching to borrow the money elsewhere.” First Nat'l Bank of Logansport v Logan Mfg Co, Inc, 577 NE2d 949, 955 (Ind, 1991); Malaker Corp Stockholders Protective Committee v First Jersey Nat'l Bank, 163 NJ Super 463, 474; 395 A2d 222 (1978). However, general discussions of extending credit or "past renewals of credit should not lead a borrower to reasonably believe that credit will be extended or renewed again and again.” Bahls, supra at 224. Expressions of contingency, Cincinnati Fluid Power, Inc v Rexnord, Inc, 797 F2d 1386 (CA 6, 1986), or of desire, School Dist No 69 of Maricopa Co, supra, or reassurances regarding past performance, Ho v General Motors Corp, 661 F Supp 618 (ED Mich, 1987), aff’d 852 F2d 1287 (CA 6, 1988), do not meet the promissory ideal. Nor does a course of past dealing where there has been a pattern of renewal in itself amount to sufficient assent to continue dealing or that renewal will be indefinite. Bahls, supra at 220.¹⁰

Although promissory estoppel has been used to enforce promises too indefinite or incomplete to constitute valid offers, Hoffman v Red Owl Stores, Inc, 26 Wis 683; 133 NW2d 267 (1965), it has been noted that considerable authority supports the proposition that maximizing the policy of contractual freedom "requires that the tests for the validity of the coincident promissory estoppel promise and contract offer be the same.” Metzger & Phillips, The emergence of promissory estoppel as an independent theory of recovery, 35 Rutgers L R 472, 495 (1983). Thus, we observe that a promise " 'to continue to refinance or roll over [an existing] debt appears similar to an oral contract to [loan] money in the future,’ ” Jamestowne on Signal, Inc v First Federal Savings & Loan Ass’n, 807 SW2d 559, 565 (Tenn App, 1990); Champaign Nat’l Bank v Landers Seed Co, Inc, 165 Ill App 3d 1090; 519 NE2d 957 (1988), cert den 489 US 1019 (1989),¹¹ and that other jurisdictions have held that an oral promise to loan money in the future is not void for indefiniteness where the essential terms are determinable.¹² For a promise to loan money in the future to be sufficiently clear and definite, some evidence must exist of the material terms of the loan, including the amount of the loan, the interest rate, and the method of repayment.¹³

This approach is consistent with the general rule of contract that, where the parties have left open some matters to be determined in the future, enforcement is not precluded if there exists a method of determining the terms of the contract either by examining the agreement itself or. by other usage or custom¹⁴ that is independent of a party’s mere "wish, will and desire.” An enforceable agreement may be found "even though the determination is left to one of the contracting parties [as long as] he is required to make it 'in good faith’ in accordance with [an] existing standard or with facts capable of objective proof.” 1 Corbin, Contracts, § 95, p 402. The scope of an oral promise may also be identified by referring to the facts surrounding the loan where there exists a previous course of dealing between the parties, thereby supplying some objective method by which the missing terms could be supplied. Farber & Matheson, supra at 915 and n 45. See also Nat'l Farmers Organization, Inc v Kinsley Bank, 731 F2d 1464, 1470 (CA 10, 1984).

The evidence, viewed in a light most favorable to the Currys, showed that the Currys were not in default on their outstanding loan when they visited the bank in January and February 1986 to discuss the dairy buy-out program and the $20,000 loan for the upcoming spring planting season. As noted above, during the conversation, Mr. Curry inquired whether his dairy operation would continue to be supported by the bank as it had been in the past. While the bank asserts that its "assurances” were not made in the context of a specific discussion regarding whether a loan in a particular amount would be made, there was no real denial of Mr. Curry’s testimony that he went to the bank for the express purpose of learning whether he would receive financing should he decide to continue in the dairy business. The bank’s officers stated that the bank would continue to support the Currys, although they did not guarantee such support for the following year. Objectively viewed, the jury was entitled to find that these were not merely words of assurance or statements of belief, but of a promise of future action, Esquire Radio & Electronics, Inc v Montgomery Ward & Co, Inc, 804 F2d 787 (CA 2, 1986).¹⁵ Compare Cincinnati Fluid Power, supra. Believing they had a promise for the spring loan, the Currys did not submit a serious bid in the government’s dairy buy-out program.¹⁶ Instead, they waited for the bank’s call to come in and sign the paperwork for the spring loan, which would include the upcoming spring operating funds and a rollover of the outstanding balance on the previous year’s loan at the usual terms of two points over the bank’s prime, amortized over five years, and paid directly out of the monthly proceeds from their milk contract with the mmpa.¹⁷

Thus, the trial court did not err in leaving the question of the existence of a clear and definite promise to the jury where it could have found from the evidence that the bank had promised to make the loan, the terms of which could be objectively determined from the nature of the transaction, and the ten-year history of the customary loan practices between the parties.¹⁸ Accordingly, we reverse in part and affirm in part the decision of the Court of Appeals. We reinstate the jury’s verdict in favor of the Currys and remand the case to the trial court for further proceedings consistent with this opinion.

Cavanagh, C.J., and Levin, Brickley, and Mallett, JJ., concurred with Boyle, J.

1 Farmers participated in the program by submitting bids based on a price per hundred weight of milk. That figure was then multiplied by the volume of milk shipped off the farm. If the bid was accepted by the government, the farmer would receive a lump-sum payment, sell the dairy herd, and not reenter the dairy market for at least five years.

2 Mr. Curry, with the assistance of the farm’s nutritionist, Dr. Scott LaBlond, determined that a competitive bid would be $20 per hundred weight of milk. Using that figure, the Currys’ dairy operation would have been bought out for a sum between $400,000 and $500,000, affording them a profit of approximately $200,000. However, relying on the assurances of continued support by the bank, Mr. Curry submitted a bid of $50 per hundred. The low bid ultimately accepted by the government was $22.50 per hundred.

3 Contrary to the Court of Appeals assertion, this case is not similar to Ho v General Motors Corp, 661 F Supp 618, 619 (ED Mich, 1987), aff’d 852 F2d 1287 (CA 6, 1988), where the plaintiff claimed gm promised to grant him the right to bid on future supply contracts. A subsidiary of gm assisted the plaintiff in the creation of his company and, for eleven years, gm awarded the plaintiff separate one-year contracts to supply the company’s gloves. Neither assurances that the plaintiff was performing according to gm’s standards nor the course of dealing between the parties constituted a definite promise the plaintiff would be allowed to bid on future contracts. Key to the court’s holding was the fact that promissory estoppel cannot rest upon an alleged promise that the court cannot discern from the promisor’s statements. The court found no promise, either express or implied, by gm to permit the plaintiff to bid on future contracts.

4 Similarly, see 4 Williston, Contracts (4th ed), § 8:1 et seq., pp 7-20; 1A Corbin, Contracts, § 193 et seq., pp 187-192.

5 For a cross section of the wide variety of situations in which the doctrine of promissory estoppel has been applied, see Barnett & Becker, Beyond reliance: Promissory estoppel, contract formalities, and misrepresentations, 15 Hofstra L R 443 (1987).

6 In R S Bennett & Co v Economy Mechanical Industries, Inc, 606 F2d 182, 186 (CA 7, 1979), the court held:

Although the matter of avoidance of injustice might seem to be a question of law, the satisfaction of the other elements is a question of fact, and summary judgment therefore should not be granted if the record shows a genuine issue as to the existence of these elements. [Citations omitted.]

See also Maxwell v Bay City Bridge Co, 41 Mich 453, 468; 2 NW 639 (1879), cited by the dissent, post, p 95. Although the issue of estoppel was not preserved for appeal and thus not properly before the Court, Justice Cooley observed:

[T]he question of [the doctrine of estoppel’s] application in any case is a mixed question of law and fact, and in cases of jury trial must be submitted to the jury under proper instructions. Now however clear , the facts in support of the estoppel may seem to be, it is always possible that there may be qualifying or overruling facts; and the conclusions from the evidence must be drawn by the jury, — not by the court. [Citations omitted.]

7 Comment a to § 90 cross references 1 Restatement Contracts, 2d, § 2. Comment a to § 2, p 9, provides further explanation:

"Promise” as used in the Restatement of this Subject denotes the act of the promisor. If by virtue of other operative facts there is a legal duty to perform, the promise is a contract; but the word "promise” is not limited to acts having legal effect. Like "contract,” however, the word "promise” is commonly and quite properly also used to refer to the complex of human relations which results -from the promisor’s words or acts of assurance, including the justified expectations of the promisee and any moral or legal duty which arises to make good the assurance by performance. The performance may be specified either in terms describing the action of the promisor or in terms of the result which that action or inaction is to bring about.

See also 1 Williston, Contracts (4th ed), § 1:2, pp 8-13; 1 Corbin, Contracts, § 13, pp 29-30.

8 See also Feinman, supra at 691-692.

9 Farber & Matheson, supra at 915, 933.

10 See also First Bank of WaKeeney v Moden, 235 Kan 260, 264; 681 P2d 11 (1984), where the Kansas Supreme Court denied a farmer’s claim that the bank was estopped from foreclosure because he had complied with the agreed-upon farm plan under the previous loan agreement, and the bank had always extended credit in the past and was thus obligated to do so in the future.

Similarly, in Landess v Borden, Inc, 667 F2d 628 (CA 7, 1981), the court denied a milk hauler’s promissory estoppel claim against a dairy operator that a promise to continue to use the milk hauler in perpetuity could be implied from their three and one-half year course of dealing.

11 Some jurisdictions have held promissory estoppel inapplicable in situations where mutual agreement has been reached upon all essential terms and that, regardless of either parties’ reliance, the true action lies in breach of an oral contract. See, for example, Gilmore v Ute City Mortgage Co, 660 F Supp 437 (D Colo, 1986).

12 First Nat’l Bank of Logansport, supra at 952-953. See also Union State Bank v Woell, 434 NW2d 712 (ND, 1989); Dennis Chapman Toyota, Inc v Belle State Bank, 759 SW2d 330 (Mo App, 1988); Lohse v Atlantic Richfield Co, 389 NW2d 352 (ND, 1986); McErlean v Union Nat’l Bank of Chicago, 90 Ill App 3d 1141; 414 NE2d 128 (1980); Malaker Corp, supra; Hansen v Snell, 11 Utah 2d 64; 354 P2d 1070 (1960); Richards v Oliver, 162 Cal App 2d 548; 328 P2d 544 (1958).

13 Bahls, supra at 219. See Jamestowne on Signal, supra at 565, for a list of jurisdictions holding that essential terms of an oral contract to continue to loan money in the future must include the amount and duration of the loan, the interest rate, and, where appropriate, the method of repayment and the collateral.

Other courts have found that the terms of the promised loan need only be proven with a reasonable degree of certainty. See, for example, Wait v First Midwest Bank/Danville, 142 Ill App 3d 703, 708-709; 491 NE2d 795 (1986), where the Illinois Court of Appeals found that a promise to loan money was sufficiently definite where the duration of the loan could be established on the basis of custom or the terms of prior loans between the parties, and when the parties agreed that the interest rate would be the current variable rate charged.

Conversely, a minority of jurisdictions have determined that ambiguous or missing terms of a promise that are not essential to the reliance damage calculation will not preclude recovery under a promissory estoppel claim because the promise was too indefinite. See Wheeler v White, 398 SW2d 93 (Tex, 1965); First Ñat’l Bank of Logansport, supra; Rosnick v Dinsmore, 235 Neb 738; 457 NW2d 793 (1990); Hoffman v Red Owl Stores, Inc, supra. In Hoffman, the Wisconsin Supreme Court noted that § 90 does not require that the promise triggering reliance be so comprehensive in scope as to meet the requirements of an offer that would ripen into a contract if accepted by the promisee. The Court further observed that it would be a mistake to equate promissory estoppel to a breach of contract action. Id. at 699.

See also Metzger & Phillips, Promissory estoppel and reliance on illusory promises, 44 SW L J 841 (1990), where the authors criticize the judiciary for extending promissory estoppel protection in the name of justice to promisees who relied on illusory promises.

14 Because a "promise” of job security arises in the context of a presumption of employment at will, we have held that orally grounded obligations must be clear and unequivocal. Rowe v Montgomery Ward & Co, Inc, 437 Mich 627, 645; 473 NW2d 268 (1991).

15 Although the dissent correctly recognizes the standard of review in this case, that evidencé must be viewed in a light most favorable to the Currys, it fails to do so. Instead, the dissent’s conclusion that a promise did not exist here is premised on a review of the bank officer’s testimony regarding the deteriorating financial status of the Currys to support his ultimate decision to refuse to make the loan. The question presented is not whether the bank would have been justified in denying the loan or the wisdom of the bank’s decision in making it, but, rather, whether there was sufficient evidence to support a jury finding that the bank promised the Currys it would make the loan. We note, however, that the poor financial status of the Currys’ dairy operation simply underscores their claim that they needed to know whether the bank would continue to support the farm if the Currys gave up the opportunity to submit a competitive bid in the buy-out program and get out of the dairy business.

Contrary to the dissent’s assertions, we do not adopt a rule finding that "once a commercial lending relationship exists, debtors are entitled to rely upon vague affirmations of support to paralyze lenders’ abilities to adjust to ever-changing market conditions.” Post, p 98, n 5. The bank conceded reliance and does not raise the issues of consideration or damages. We find only that there was sufficient evidence in the record that the bank promised the Currys a 1986 spring planting loan during their meeting to discuss the loan and the buy-out program.

16 The Court of Appeals statement that the Currys did not attempt to obtain the necessary funds elsewhere is erroneous. Mr. Curry and a representative of Farm Credit Services testified that, after the bank refused to make the loan for the spring of 1986, Mr. Curry sought funds from Production Credit Association, a lending arm of Farm Credit. However, because the State Bank of Standish and the Federal Land Bank held security agreements on all of the Currys’ personal and real property, there was no collateral to secure a loan with a new lender.

17 The bank asserted that the course of dealings between the parties had changed because the previous year’s loan, for the first time, had been guaranteed by the Farmers Home Guarantee Program. However, there was ample evidence to support a finding by the jury that there had been no change in the customary loan procedure between the parties. In 1985, the bank was still the actual lender of funds, the terms of the loan were unchanged, and, finally, it was the bank’s loan officer who completed all the necessary paperwork for both the loan and the guarantee program. Mr. Curry testified that there was "[njothing out of the ordinary” regarding the 1985 loan as compared to previous years, nor did he recall any discussion with bank officers informing him that future annual operating loans would have to be paid back on a yearly basis. Similarly, the bank’s claim that there were errors in the farm report used for the 1986 loan was rebutted by the fact that these were chronic entry errors that the bank historically had been aware of and, as in prior years, had clarified and corrected them orally.

18 Nat'l Farmers Organization, supra at 1471.