Wheeler v. White
Citation: 398 S.W.2d 93 (Tex. 1965)
Facts
White promised Wheeler to obtain or make a loan for Wheeler to develop real estate, or alternatively to arrange for a similar loan from White himself. In reliance on the promise, Wheeler demolished an existing building on the property. The loan never materialized. Wheeler sued for expectation damages.
Issue
Can a party recover on promissory estoppel theory when the underlying promise is too indefinite to constitute an enforceable contract?
Holding
Promissory estoppel is available even when the underlying promise is too indefinite to constitute a contract. However, the measure of recovery is limited to reliance damages (the detriment suffered in reliance on the promise) rather than expectation damages (the benefit of the bargain).
Rule
Promissory estoppel — indefinite promises: Promissory estoppel can substitute for consideration but not for definiteness in all cases. Where a promise is too indefinite to be enforceable as a contract, but the promisee reasonably and foreseeably relies to their detriment, the promisee may recover the reliance loss (not expectation damages). Promissory estoppel restores the plaintiff to the position they would have been in absent the reliance.
Significance
- Distinguished promissory estoppel recovery (reliance damages) from contract recovery (expectation damages)
- Illustrates that promissory estoppel does not simply substitute for all contract requirements — definiteness still matters for the measure of recovery
- When the promise is enforceable as a contract, plaintiff gets expectation damages; when estoppel operates only, plaintiff gets reliance damages
- Some courts now allow full expectation damages under promissory estoppel even when no formal contract exists