Updated: Sep 11
When is someone liable for breaking a promise, even without a legal contract in Vancouver, WA?
When is a contract formed?
In addition to an offer by one party, and an acceptance of that offer by another party, a proposed contractual arrangement must have valid "consideration" under WA law to be an enforceable contract.
Read our article on the statute of frauds in WA for an overview of contract formation.
(NOTE: contracts for the sale of goods follow similar rules, but are less demanding than the general rules for service contracts.)
What is consideration?
Consideration is the part of the agreement that legally binds the parties to one another. When consideration exists, each party is assured that, if the other party doesn't hold up his end of the bargain, the first party can ask a court to perform his specific duties under the agreement, or pay damages resulting from the breach of contract.
So how do I create consideration?
Consideration exists when each party is bargaining for something they need from the other party. That could be money, an item, real property, a service, or anything else that one party wants from the other. In other words, each party to a proposed contract in SC must promise to do or not do something he is not otherwise legally obligated to do or refrain from doing. And in exchange for that, the other party must do the same. The reason this sounds vague is in part because of the myriad things one can conceivably exchange, whether goods or services. But it's also because courts in WA and elsewhere do not inquire into the adequacy of the consideration. As long as it was something the party was not otherwise legally obligated to exchange, the objective value is irrelevant. This means you could theoretically have a contract to sell your car for $1.
"This means you could theoretically have a contract to sell your car for $1."
What if there is no consideration, but I relied on a promise to my detriment?
Good news: There is still an equitable theory for holding someone accountable for breaking a promise in WA, even where no consideration existed. In other words, someone may have made a promise to you, but you didn't offer to exchange anything of yours to entice the promise. Thus there is no consideration and no contract. But nevertheless you relied on that promise in ways that caused you to incur expenses. If you reasonably relied on a promise to your detriment, you may have a claim for promissory estoppel in lieu of a contract claim.
"If you reasonably relied on a promise to your detriment, you may have a claim for promissory estoppel in lieu of a contract claim."
What is promissory estoppel?
Promissory estoppel is a claim for recovery of damages for breach of a promise, even where no contract exists. A promisor may be liable for breaking a promise, if the promisee reasonably relied on the promise to their detriment, and it would be unjust or inequitable under the circumstances to let the promisor get away with it.
If you have more questions about promissory estoppel in Vancouver, Washington, or about contracts in general, please contact In-house | On-site to speak with a Vancouver WA lawyer.