## Facts

- Walter R. Fields and Marjorie Conrad became friends after meeting as neighbors.
- In 2000, Fields urged Conrad to attend law school and promised to pay her tuition and related expenses as they became due.
- Conrad, who did not believe she could afford law school, quit a job paying about $45,000 per year and enrolled in 2001, testifying she did so based on Fields’s assurances.
- Fields made an initial tuition payment and later stopped payment on a second check, telling Conrad payment would be delayed due to financial issues.
- In 2004, Fields emailed Conrad, stating in writing that he would pay her tuition when she graduated law school and passed the bar exam.
- Conrad completed law school and incurred significant tuition and book costs; Fields ultimately refused to pay.

## Issues

1. Whether the district court could grant relief under promissory estoppel when the complaint did not expressly label that theory.
2. Whether Conrad proved promissory estoppel: a clear and definite promise, intended and actual reliance, and enforcement necessary to prevent injustice.
3. Whether the statute of frauds barred enforcement of Fields’s promise and, if so, whether promissory estoppel nevertheless supported enforcement.
4. Whether the damages award (tuition and books) was a proper promissory-estoppel remedy and whether Conrad failed to mitigate.
5. Whether Conrad suffered a cognizable detriment despite receiving the benefit of a law degree.
6. Whether materials outside the trial record should be stricken from Fields’s appellate submissions.

## Decision

- The Minnesota Court of Appeals affirmed the judgment awarding Conrad $87,314.63 on a promissory-estoppel theory.
- The court held that Conrad’s pleadings and the manner in which the case was tried fairly put promissory estoppel at issue, and Fields was not prejudiced.
- The court concluded Fields made a sufficiently clear promise to pay Conrad’s law-school tuition and books, including a written reaffirmation by email.
- The court upheld findings that Fields intended to induce reliance and that Conrad reasonably relied by leaving employment and incurring law-school expenses.
- The court rejected the argument that Conrad lacked detriment because she obtained a degree; her reliance expenditures and resulting debt constituted detriment.
- The court agreed that enforcement was necessary to prevent injustice and did not accept statute-of-frauds arguments as defeating relief on these facts.
- The court upheld the tuition-and-books award as an appropriate reliance measure and found no reversible error on mitigation.
- The court granted in part and denied in part Conrad’s motion to strike, excluding nonrecord materials from consideration on appeal.

## Legal Principles

- Promissory estoppel applies where (1) a clear and definite promise is made, (2) the promisor intends to induce reliance and the promisee actually relies, and (3) enforcement is necessary to prevent injustice.
- A party may obtain relief on a theory fairly embraced by the pleadings and evidence even if the theory is not expressly named, so long as the opposing party had fair notice and no prejudice.
- Reliance damages in promissory estoppel may include expenditures directly caused by the promise, such as tuition and book costs incurred in reliance on an education-payment commitment.
- A promisee’s receipt of some benefit from reliance (such as an educational credential) does not, by itself, negate detriment when the promisee incurred substantial reliance costs and obligations.
- In appropriate circumstances, promissory estoppel may prevent a promisor from avoiding responsibility through statute-of-frauds defenses where refusal to enforce would be unjust.
- Appellate review is confined to the trial record; nonrecord materials may be stricken and disregarded.

## Conclusion

The court affirmed a promissory-estoppel judgment requiring reimbursement of law-school tuition and books where a benefactor’s clear promise foreseeably induced a friend to leave employment and incur educational expenses, and enforcement was required to prevent injustice despite contract-label, statute-of-frauds, detriment, and mitigation challenges.


Conrad v. Fields, No. A06-1387, 2007 WL 2106302 (Minn. Ct. App. July 24, 2007)