## Facts

- A community effort sought to establish Charles City College in Charles City, Iowa; John Salsbury served as chairman of the college’s board of trustees.
- The college retained a professional fund-raiser, Peter Bruno, to solicit contributions.
- Daryl V. Winder, Northwestern Bell’s Charles City office manager, negotiated with Bruno but lacked authority to bind the company and referred the request to corporate superiors.
- After corporate approval, Winder sent Bruno a letter stating Northwestern Bell’s $15,000 contribution was approved and would be paid over three years in three equal payments, beginning with a $5,000 payment in 1968.
- The college and others treated the letter as a pledge, including assigning the commitment in the same manner as other pledges (using a typed pledge card reflecting the $15,000 amount though it was not signed by Northwestern Bell).
- The college project ultimately failed; Salsbury filed a declaratory judgment action to enforce Northwestern Bell’s commitment as a charitable subscription.

## Issues

1. Whether Northwestern Bell’s approval letter was a sufficiently definite, enforceable charitable subscription despite the absence of a signed pledge card and despite the college’s failure.
2. Whether enforcement of a charitable subscription requires consideration or proof of induced action or forbearance, or may be enforced without such proof under Restatement (Second) of Contracts § 90(2).

## Decision

- The Iowa Supreme Court affirmed the trial court’s judgment that Northwestern Bell was bound by its written commitment.
- The court treated the letter as a clear, definite promise stating the amount, timing, and payment schedule, and intended for use in a charitable campaign.
- The court adopted the rule that charitable subscriptions may be enforced without proof of consideration or detrimental reliance, aligning with Restatement (Second) of Contracts § 90(2).
- The absence of a signed pledge card and the difficulty of showing specific reliance on the letter’s form did not defeat enforceability.

## Legal Principles

- A charitable subscription is enforceable even without consideration or proof that the promise induced action or forbearance.
- Restatement (Second) of Contracts § 90(1) binds a promise inducing action or forbearance when enforcement is necessary to avoid injustice, and the remedy may be limited as justice requires.
- Restatement (Second) of Contracts § 90(2) provides that a charitable subscription is binding under § 90(1) without proof of induced action or forbearance.
- Courts may enforce charitable pledges based on the definiteness of the promise and the policy interest in the reliability of organized charitable fundraising, rather than resorting to artificial consideration theories.

## Conclusion

The court held Northwestern Bell liable on its $15,000 written charitable commitment, concluding that charitable subscriptions are binding under Restatement (Second) § 90(2) without requiring traditional consideration or proof of reliance.


Salsbury v. Nw. Bell Tel. Co., 221 N.W.2d 609 (Iowa 1974)