## Facts

- Robert and Kathleen Curry operated a dairy farm financed through a recurring annual operating-loan relationship with State Bank of Standish beginning in 1975.
- Each winter, the Currys met with bank officers to discuss the upcoming spring operating loan and crop plan; the loan documents were typically prepared for signing in March or April.
- Outstanding balances were commonly rolled into a new note on substantially similar terms year to year (including interest pegged above prime), with repayment made from assigned milk proceeds.
- The Bank held a security interest in essentially all of the Currys’ personal property, valued at least twice the loan amounts, and the Currys were not in default when the 1986 discussions occurred.
- In early 1986, a federal dairy herd buy-out program offered a time-sensitive alternative that could allow dairy farmers to sell or slaughter herds for payments that could eliminate debt.
- At the winter 1986 meeting, the Currys raised whether to enter the buy-out program or continue farming; the Currys’ evidence was that bank officers stated the Bank would continue to support their farm as it had in the past (without committing beyond the following year).
- Relying on that assurance, the Currys did not enter the buy-out program and planned their spring operations expecting the customary operating loan.
- In May 1986, the Bank denied the spring operating loan; by then it was too late to secure comparable financing or enter the federal program.
- The Currys later defaulted on existing indebtedness, and the Bank sued to collect on a promissory note.

## Issues

1. Whether the evidence, viewed most favorably to the Currys, supported a finding of a “clear and definite” promise by the Bank to make the 1986 spring operating loan sufficient for promissory estoppel.
2. Whether a bank’s statements of “support,” when read with the parties’ course of dealing, can constitute an enforceable promise rather than nonactionable opinion or prediction.
3. What role the court and jury respectively play in determining (a) whether promissory estoppel is legally available on the record and (b) whether a promise existed and its scope.

## Decision

- The Michigan Supreme Court affirmed in part and reversed in part the Court of Appeals.
- The Court held there was sufficient evidence for a reasonable jury to find a clear and definite promise to extend the 1986 operating loan on essentially the established pattern of prior years.
- The Court reinstated the jury’s verdict for the Currys on promissory estoppel and remanded for further proceedings consistent with its opinion.
- The Court left undisturbed the lower courts’ disposition of the Currys’ other counterclaims.

## Legal Principles

- Promissory estoppel enforces promises when reasonable reliance is induced by an actual promise and injustice would result if the promise is not enforced.
- A promise may be expressed in words or inferred in whole or in part from conduct; interpretation depends on surrounding circumstances, including course of performance, course of dealing, and usage of trade.
- Courts must distinguish enforceable promises from statements of opinion, encouragement, or predictions of future events using an objective standard.
- For a claimed promise to lend money in the future to be sufficiently clear and definite, there must be some evidence of material terms such as loan amount, interest rate, and repayment method.
- The court performs a threshold legal inquiry into whether the circumstances permit promissory estoppel; the existence and scope of the promise are factual questions for the factfinder, and appellate courts should not reweigh evidence supporting a jury’s determination.

## Conclusion

The court reinstated a promissory estoppel verdict against a bank that denied an expected operating loan after assuring continued support, holding that a decade-long lending pattern and known loan terms could make the assurance a clear and definite promise and render the borrowers’ reliance—foregoing a time-sensitive federal buy-out option—reasonable and compensable.


State Bank of Standish v. Curry, 442 Mich. 76, 500 N.W.2d 104 (Mich. 1993)