## Facts

- Vandalia Tractor & Equipment, Inc. was an authorized Kubota dealer in Fayette County, Illinois.
- Newton Tractor Sales, Inc. negotiated to buy Vandalia’s dealership assets but needed Kubota’s separate authorization because the dealer agreement was not transferable.
- Newton applied to become an authorized Kubota dealer in June 2003 and signed an asset purchase agreement with Vandalia in July 2003 before receiving final authorization.
- Newton alleged Kubota’s representative, Michael Jacobson, stated Newton would be approved if Vandalia first terminated its existing dealer agreement.
- Vandalia terminated its dealer agreement, and Newton closed the asset purchase in reliance on the alleged assurances.
- Kubota ultimately denied Newton’s dealer application, removed Kubota products from the premises, and Newton never became an authorized Kubota dealer.
- Newton sued Kubota and Jacobson for promissory estoppel, common-law fraud, and negligent misrepresentation.

## Issues

1. Whether promissory estoppel is recognized in Illinois as an affirmative cause of action (not merely a defensive doctrine).
2. Whether summary judgment on the promissory estoppel claim could stand where the lower courts rejected the claim on the categorical ground that Illinois does not permit promissory estoppel as an affirmative claim.

## Decision

- The Supreme Court of Illinois reversed the appellate court and remanded to the circuit court.
- The court held promissory estoppel is a recognized affirmative cause of action in Illinois.
- Because the lower courts disposed of the promissory estoppel count based on an incorrect legal premise, summary judgment on that claim was improper and required reconsideration under the correct standard.

## Legal Principles

- Illinois recognizes promissory estoppel as a substantive basis for relief grounded in Restatement (Second) of Contracts § 90: a promise is binding when the promisor should reasonably expect reliance, the promise induces reliance, and enforcement is necessary to avoid injustice.
- The commonly stated elements in Illinois are:
  - an unambiguous promise;
  - reliance by the promisee;
  - reliance that is expected and foreseeable to the promisor; and
  - detrimental reliance by the promisee.
- Promissory estoppel is not confined to defensive use; it may support affirmative relief, including damages, where appropriate.

## Conclusion

The court resolved conflicting lower-court approaches by confirming that promissory estoppel is an affirmative cause of action in Illinois and remanded for further proceedings because the promissory estoppel claim had been rejected solely on the erroneous view that no such claim exists.


Newton Tractor Sales, Inc. v. Kubota Tractor Corp., 906 N.E.2d 520 (Ill. 2009)