## Facts

- Ellis D. Wheeler owned a three-lot tract in Port Arthur, Texas, and sought to construct commercial improvements.
- Wheeler and S. E. White signed a written agreement under which White would secure construction financing from a third party or provide the funds himself within six months.
- The writing described a $70,000 loan, payable in monthly installments over 15 years, with interest not exceeding 6% per year; White was to receive $5,000 for obtaining the loan and a 5% commission on rentals from tenants he procured.
- After execution, White allegedly assured Wheeler financing would be obtained and urged Wheeler to demolish existing buildings to prepare for construction.
- Wheeler alleged he demolished buildings worth about $58,500 with rental value of about $400 per month in reliance on White’s assurances.
- White later informed Wheeler that no loan would be obtained, and Wheeler was unable to secure alternative financing.

## Issues

1. Whether the written financing agreement contained sufficiently definite essential terms to support a breach-of-contract claim.
2. Whether, if the agreement was unenforceable for indefiniteness, Wheeler nevertheless stated a claim for promissory estoppel based on foreseeable and substantial reliance.

## Decision

- The Supreme Court of Texas held the contract was too indefinite to enforce as pleaded and upheld dismissal of the breach-of-contract theory.
- The court held Wheeler’s alternative promissory estoppel allegations stated a cause of action.
- The court reversed the take-nothing judgment and remanded for trial on the promissory estoppel theory, accepting the pleaded facts as true at the special-exception stage.

## Legal Principles

- A purported contract that omits essential terms for a loan obligation may be unenforceable for indefiniteness.
- Promissory estoppel may provide relief when an otherwise unenforceable promise is made in a manner intended or expected to induce action, the promisee reasonably and foreseeably relies, and injustice can be avoided only by enforcement to the extent of reliance.
- Under promissory estoppel in this context, recovery is limited to reliance damages measured by the detriment caused by the reliance, not the benefit of the bargain.

## Conclusion

The court refused to enforce an indefinite financing agreement as a contract but allowed the landowner to proceed on promissory estoppel because the pleadings alleged that the promisor’s assurances foreseeably induced substantial demolition-related reliance, permitting recovery limited to the resulting detriment.


Wheeler v. White, 398 S.W.2d 93 (Tex. 1965)