Also known as: promises · promised · promising · promissory · contractual undertaking
Written by attorneys · grounded in primary & secondary sources — see below
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. The manifestation may be express or implied from conduct and must create a reasonable expectation of performance.
Philip Powell sold property to Patricia Patel under a contract requiring the seller to repair the roof after closing. At closing Patel accepted the deed that contained no mention of the repair duty. When the roof later leaked, Patel could not enforce the original contractual promise because it had merged into the deed.
Pulse Media offered to pay Premier Manufacturing $50,000 to settle a disputed contract claim. At trial Premier sought to introduce the offer to prove the amount of damages owed. The court excluded the evidence because it was a promise made during compromise negotiations.
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A lawyer promised to pay a nonlawyer $2,000 for each client the nonlawyer referred to the firm. The arrangement violated professional conduct rules that bar giving anything of value in exchange for a recommendation of legal services.
Paige Porter transferred her leased commercial space to Perry Pratt while remaining personally bound on an express lease covenant to maintain the HVAC system. Because the covenant touched and concerned the land and rested on privity of contract, Porter stayed liable after the transfer.
Pinnacle Holdings board authorized issuance of stock in exchange for a promissory note from an investor. The corporation accepted the note as valid consideration for the shares under the statute permitting issuance for any tangible or intangible benefit including promissory notes.
Priscilla Parks obtained goods by promising to pay the seller within thirty days while having no intention of performing. The later failure to pay alone did not prove deception. The prosecution had to show an independent false impression about her present intention.
A promise creates a justified expectation of commitment in the promisee, whereas a bare statement of future plans does not. Courts examine whether the words or conduct manifest an undertaking that the law will enforce.
Merger discharges promises not embodied in the deed unless an exception for fraud, mutual mistake, or collateral agreements applies. The deed then becomes the sole measure of the grantor's obligations.
Evidence of furnishing, promising, or offering valuable consideration in compromise negotiations is inadmissible to prove liability or the amount of a claim. The rule protects the policy favoring settlement.
A lawyer may not compensate or promise anything of value to a person for recommending the lawyer's services except for permitted payments such as reasonable advertising costs or referral service fees.
A board may authorize shares for a promissory note because the statute expressly lists promissory notes among permissible forms of consideration that provide a benefit to the corporation.
…Miranda. At the top of the statement was a typed paragraph stating that the confession was made voluntarily, without threats or promises of immunity and "with full knowledge of my legal rights, understanding any statement I make may be used against me."[^maj-67] At his trial before a jury, the written confession was…