Loranger Construction Corp. v. E.F. Hauserman Co., 376 Mass. 757 (1978); G.L. c. 260, § 2
Promissory estoppel in Massachusetts — reliance in place of consideration
A claim in Massachusetts trial courts · Last verified August 26, 2026
Promissory estoppel is what a plaintiff has when someone made them a promise, they acted on it, and there was no bargain.
Massachusetts frames it in a particular way that matters to how the claim works. Rather than treating it as a separate equitable doctrine, the SJC has described it as an ordinary contract claim in which reliance takes the place of consideration — Loranger Construction Corp. v. E.F. Hauserman Co., 376 Mass. 757 (1978).
That framing decides two things: the deadline is the contract period, and the remedy is enforcement of the promise rather than restitution.
What the claim is
Someone promised you something, you did something costly because of it, and they went back on it.
Where the right comes from
Common law. Loranger is the leading Massachusetts statement, and the doctrine follows Restatement (Second) of Contracts § 90.
What a plaintiff has to prove
- A promise the promisor should reasonably have expected to induce action or forbearance;
- That the promise did induce such action or forbearance;
- That the reliance was reasonable; and
- That injustice can be avoided only by enforcing the promise.
The promise must be definite. This is the element that fails most often. A statement of present intention, an expression of optimism, an agreement to negotiate, or a general assurance that things will work out is not a promise. Courts ask whether the statement was specific enough that a court could enforce it.
The classic Massachusetts case
Loranger itself is the paradigm and it explains why the doctrine exists.
A subcontractor gives a general contractor a price. The general contractor uses that price in its own bid to the owner, and wins the job. The subcontractor then refuses to perform at the quoted price.
There is no contract — the general contractor never accepted the sub's offer, because it could not until it knew whether it had the job. But the general contractor is now bound to the owner at a price built on the sub's number. The reliance is what makes the promise enforceable.
That fact pattern recurs across construction bidding, franchise negotiations, employment offers accepted by a candidate who quits another job, and lending commitments a borrower acts on.
When it is unavailable
Where a valid contract covers the same subject. If the parties have an enforceable agreement, the agreement governs, and promissory estoppel does not supply a better one. The doctrine fills a gap; it does not compete with a bargain.
Where the promise is too indefinite to enforce.
Where the reliance was unreasonable — particularly where a written agreement or a disclaimer contradicted the promise, or where the plaintiff knew the promisor lacked authority.
And the statute of frauds is a genuine limit. Massachusetts has not accepted the broad proposition that reliance defeats G.L. c. 259, § 1. Where a promise falls within the statute — a guaranty, a sale of land, an agreement not performable within a year — a plaintiff who relied on an oral version faces a real obstacle, and the argument for enforcement is narrow rather than routine.
How long you have to file
Six years, under G.L. c. 260, § 2.
Because Massachusetts characterises the claim as contract-like, the six-year contract period applies rather than the three-year tort period. That is a significant practical advantage over pleading the same facts as negligent misrepresentation, which gets three.
Where the facts are strongly tort-flavoured a defendant may argue for the shorter period, and the characterisation follows the substance of the claim.
What has to happen before you file
Nothing.
What the claim pays
Enforcement of the promise, which in Massachusetts is the starting point — because the claim is treated as contractual, the measure is what the promise was worth rather than only what the reliance cost.
Reliance damages, where full enforcement would overshoot. Restatement § 90 provides that the remedy "may be limited as justice requires," and a court may award only what the plaintiff spent or gave up.
Twelve percent interest under G.L. c. 231, § 6C.
No attorney's fees, absent a statute — and no fee provision attaches to this claim.
No punitive damages.
How it sits beside the neighbouring claims
A plaintiff without an enforceable contract usually pleads several theories, and they measure different things.
Promissory estoppel enforces the promise, or compensates the reliance. Six years.
Unjust enrichment and quantum meruit measure the benefit the defendant received. Three or six years, depending on the claim's gist. It requires that the defendant got something; promissory estoppel does not.
Negligent misrepresentation compensates pecuniary loss from false information, and it requires a statement of existing fact rather than a promise about the future. Three years, and comparative negligence reduces it.
Breach of contract, where there was in fact a bargain.
The practical difference is what happened. A contractor who mobilised equipment for a job that never started has a reliance claim and no quantum meruit claim, because nobody received the benefit of any work. A contractor who finished half the job has both.
Which court
Superior Court where the amount exceeds $50,000; the District Court or the Boston Municipal Court below that line.
Common defenses
- A valid contract covers the subject, which forecloses the claim.
- No definite promise — a statement of intention or an agreement to agree.
- Reliance was not reasonable, or not foreseeable.
- No detriment — the plaintiff lost nothing.
- The statute of frauds.
- The promisor lacked authority to bind the defendant.
- Limitations.
What people get wrong
Massachusetts treats it as contract-like, which means six years rather than three, and enforcement of the promise as the starting measure.
The promise has to be definite. Encouragement, optimism and an intention to keep talking are not promises.
A contract defeats it. Pleaded in the alternative, it is the fallback if the contract claim fails — not an addition to it.
Reliance does not defeat the statute of frauds as a matter of course in Massachusetts.
There are no fees here, which matters when the promise was small.
Where it came from
Consideration is the common law's device for separating promises the law will enforce from promises it will not. It works well for bargains and badly for the case where one party induced another to act without asking for anything in return.
Section 90 of the Restatement was the answer, and it substituted reliance for the bargain: a promise the promisor should have expected to induce action, which did induce it, is enforceable to the extent necessary to avoid injustice.
Massachusetts adopted that and then framed it in its own way. Rather than treating promissory estoppel as a separate equitable doctrine sitting outside contract law, Loranger described it as contract law with a substitute for consideration — the promise is enforceable, and reliance is what makes it so.
That framing has consequences the equitable framing would not produce. The limitations period is the contract period, six years rather than three. The starting remedy is enforcement rather than restitution. And the claim behaves like a contract claim in the courts, which is where most of its practical value lies.
The construction-bidding cases show why the doctrine matters. A general contractor cannot accept a subcontractor's bid before winning the job, and cannot bid the job without relying on the sub's number. Without promissory estoppel, every subcontractor could withdraw after the general contractor was bound — and the entire bidding system would be unworkable.
Common questions
How long do I have to sue for promissory estoppel in Massachusetts?
Six years. Massachusetts treats the claim as contract-like, so the contract period applies rather than the three-year tort period.
What do I have to prove?
A definite promise, that the promisor should have expected to induce your action, that it did induce it reasonably, and that injustice can be avoided only by enforcing the promise.
Can I sue if there was a contract?
Not for the same subject matter. Where a valid contract governs, promissory estoppel is unavailable — though you may plead both in the alternative.
What do I get?
Enforcement of the promise, or the reliance loss where full enforcement would go too far. The remedy may be limited as justice requires.
Does it get around the statute of frauds?
Not as a matter of course in Massachusetts. Where the promise is one the statute requires in writing, the argument is narrow.
Can I recover attorney's fees?
No.