## Facts

- Tour Costa Rica (TCR), a newly formed tour operator owned by Leigh Monahan, negotiated with Country Walkers, Inc. (CW), a Vermont tour company owned by Robert Maynard, to develop and run customized Costa Rican walking tours.
- Monahan communicated that TCR’s limited resources required a longer-term commitment before it could afford to develop specialized tours for CW.
- The parties reached an oral understanding that TCR would design, arrange, and lead CW’s Costa Rican tours for 1995 through 1997.
- In reliance, TCR performed substantial preparatory work, including scouting routes, arranging hotels and transportation, researching safety and medical resources, and preparing brochure copy and itineraries.
- TCR ran two CW tours in March and April 1995, and the parties later discussed and scheduled approximately eighteen tours for 1996–1997.
- Because of its limited capacity, TCR stopped advertising and pursuing other tour opportunities while working with CW.
- In August 1995, CW informed TCR it was canceling all tours scheduled after April 1995 because CW would use another company.
- TCR canceled arrangements for multiple planned tours and could not replace the lost business in time for the season.
- TCR sued for, among other theories, promissory estoppel, seeking anticipated profits from canceled tours; the jury found for TCR on promissory estoppel and awarded $22,520 in expectation damages.
- After trial, CW and Maynard sought judgment as a matter of law under V.R.C.P. 50(b); the trial court denied the motion.

## Issues

1. Whether the evidence was sufficient to support promissory estoppel (a clear promise, foreseeable and reasonable reliance, actual reliance, and enforcement necessary to avoid injustice).
2. Whether expectation damages, including lost profits, are available in a promissory estoppel action and whether the $22,520 award was supported by the evidence.
3. Whether defendants preserved their objection to a jury instruction permitting expectation damages, and if not, whether any unpreserved error warranted reversal.

## Decision

- The Vermont Supreme Court affirmed the denial of judgment as a matter of law and the judgment on the verdict.
- The evidence, viewed most favorably to TCR, permitted the jury to find a sufficiently definite promise of a continuing commitment for CW’s Costa Rican tours and reasonable, detrimental reliance by TCR.
- The court held that expectation damages may be awarded for promissory estoppel when justice requires, and the jury’s award of $22,520 in anticipated profits was supported by the record.
- Any challenge to the expectation-damages instruction was waived for failure to properly object at trial; no plain error required reversal.

## Legal Principles

- Promissory estoppel requires proof of: (1) a promise; (2) reasonable expectation that the promise will induce action or forbearance; (3) induced action or forbearance; and (4) injustice avoidable only by enforcing the promise.
- A promise may be found sufficiently definite for promissory estoppel based on surrounding negotiations and subsequent scheduling and performance consistent with an ongoing commitment.
- Reliance may be shown by a party restructuring its business and forgoing other opportunities in a manner foreseeably induced by the promise.
- Remedies for promissory estoppel are flexible; expectation damages, including lost profits, may be appropriate where the promise is functionally contractual and such damages are necessary to prevent injustice.
- A party must preserve objections to jury instructions at trial; otherwise appellate review is limited, and reversal requires plain error.

## Conclusion

The Vermont Supreme Court upheld a jury verdict enforcing an oral tour-operations commitment under promissory estoppel and confirmed that, when needed to avoid injustice and supported by evidence, a promissory estoppel plaintiff may recover expectation damages including lost profits.


Tour Costa Rica v. Country Walkers, Inc., 171 Vt. 116, 758 A.2d 795 (Vt. 2000)