Client letter · 90 minutes
Advise a bakery owner whether she can enforce a supplier's unwritten two-year promise under promissory estoppel. You have 90 minutes. To: Associate. Use the File and the Library only, then compare your draft with the rubric and the model answer below.
To: Associate. From: Naomi Oyelaran, Partner. Re: Crumb & Crown Bakery and Harlan Foods. Our client, Nora Bellamy, owns a bakery. A supplier told her it would supply flour at a fixed price for two years, and it now refuses. Please draft a letter to Ms. Bellamy, in plain language, explaining whether she can enforce the promise, what she would have to prove, and what she can realistically recover. Use only the Library.
From: Vic Harlan, sales manager. Nora, good news. We will supply your bakery with organic flour at $0.62 a pound for the next two years, and you will be our only bakery customer in the county. Please go ahead with your plans. Vic Harlan, Harlan Foods.
Ms. Bellamy says that after the email she bought an industrial oven for $41,000 and hired two bakers, so she could double her output. In September Harlan's owner told her that the price would rise to $0.90 a pound and that Vic had no authority to promise two years. Ms. Bellamy has found another supplier at $0.78 a pound. She would use about 50,000 pounds a year. Harlan sent her a written price list in February that covers only six months.
An agreement that by its terms cannot be performed within one year must be in a writing signed by the party against whom enforcement is sought. A writing may be a record, including an email, that identifies the parties and the subject and is signed, and a typed name can be a signature.
A promise that would otherwise be unenforceable may be enforced under promissory estoppel if (1) the promise was clear and definite, (2) the promisor should have expected reliance, (3) the promisee reasonably relied and suffered a detriment, and (4) injustice can be avoided only by enforcement. The court may limit the remedy as justice requires, and the remedy is often reliance damages rather than the value of the promised bargain.
An email from a sales manager, sent with the manager's name, can satisfy a signed writing requirement if the manager had authority to make the promise or the company gave the manager apparent authority. A defendant who shows that the manager lacked actual authority may still be bound where the company's conduct led the other party reasonably to believe the manager could bind it.
Graders score a response against these criteria, and every one of them depends on using only the facts in the File and only the rules in the Library, so treat the list as a check for your draft after the first pass and again before you stop writing.
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