Plaintiff is a company that owns a shopping plaza called Lammert Center located at 8801–8845 Ladue Road, St. Louis, Missouri. Defendant leased a portion of Lammert Center and operated a grocery business out of that space.

In March 2000, defendant advised plaintiff that it wanted to expand its operations and lease additional space in Lammert Center.

At that time, defendant occupied its portion of Lammert Center pursuant to a sublease with Schnuck Markets, Inc. In response to defendant’s interest in leasing additional space, plaintiff advised defendant that it would need to relocate other existing Lammert Center tenants to accommodate defendant’s plan, which would in turn require plaintiff to terminate or modify existing leases. Plaintiff also advised defendant that it would need to negotiate modifi cations to lease agreements with several new tenants that were on the verge of agreeing to lease space at Lammert Center. Plaintiff advised defendant that it would incur substantial costs and lost rent to accommodate defendant’s plan.

Plaintiff advised defendant that expansion into new space would require defendant to terminate its sublease and sign a new lease.

Plaintiff advised defendant that by terminating the sublease and signing a new lease plaintiff would incur substantial costs and the loss of valuable corporate guarantees backing defendant’s sublease.

As a result of its communications with plaintiff, defendant knew that plaintiff would incur signifi cant costs, lost rents, and other losses in order to accommodate defendant’s plan to expand. Defendant promised plaintiff on several occasions that it would continue to negotiate in good faith to enter, ultimately, into a new lease. Plaintiff relied on defendant’s promises that it would negotiate in good faith and sign a lease in relocating two existing Lammert Center tenants, incurring costs associated with reconfi guring the rental spaces, terminating leases, and forgiving amounts owed to plaintiff in the process. In addition to relocating other tenants, plaintiff incurred costs in connection with efforts to rework defendant’s sublease.

In January 2001, plaintiff, defendant, and Schnuck Markets entered into a termination agreement, in which defendant’s sublease with Schnuck Markets and Schnuck Markets’s lease with plaintiff would terminate if plaintiff and defendant were able to agree to a new lease by April 30, 2001. The parties agreed to extend that deadline to June 30, 2001, on April 17, 2001, but then on April 20, 2001, defendant cancelled its agreement to extend the deadline. On April 24, 2001, defendant advised plaintiff that it was not going forward with its plan to expand and that it did not intend to enter into a new lease. Defendant also orally advised plaintiff that its plan to expand was only temporarily postponed and that it would like plaintiff to reintroduce the issue of a new lease in one year.

Approximately one year later, plaintiff approached defendant about the plan to expand and defendant’s promise to negotiate a new lease.

Defendant indicated orally that it was not yet ready to expand but would revisit the issue at some point in the future. Ultimately, plaintiff and defendant never agreed to a new lease, and plaintiff alleges that it is entitled to an award of damages of not less than \($1\),350,000 plus interest, attorney fees, expenses, and costs incurred as a result of its reliance on defendant’s promises.

* * * *

In its instant motion [the motion before the court], defendant moves the Court to dismiss Count VII, which is labeled as a claim for promissory estoppel by plaintiff.

Under Missouri law, to state a claim for promissory estoppel, a plaintiff must allege (1) a promise,

(2) on which the plaintiff relied to its detriment, (3) in a way the promisor expected or should have expected, and

(4) the reliance resulted in an injustice which can be cured only by enforcement of the promise. The promise giving rise to the cause of action must be defi nite, and the promise must be made in a contractual sense.

[Emphasis added.]

* * * *

* * * [The plaintiff] has alleged that: (1) defendant promised that if plaintiff made additional space in Lammert Center available to accommodate an expansion, defendant would enter into a new lease with plaintiff after a good faith negotiation of the terms; (2) plaintiff relied on this promise to its detriment when it incurred various costs to make the expanded space available to defendant; (3) defendant was aware of plaintiff’s actions to make the expanded space available and was aware that plaintiff’s actions were in response to defendant’s promise; and (4) plaintiff would suffer the injustice of uncompensated expenditures made in reliance on defendant’s promise if defendant’s promise is not enforced. The Court fi nds that such allegations support each of the elements of a claim of promissory estoppel * * *. promise to negotiate is not defi nite or certain enough to permit recovery.

* * * Under Missouri law, for a promise to be actionable under a theory of promissory estoppel, it must be defi -

nite and made in a contractual sense.

That is, it must be “as defi nite and delineated as an offer under contract law.” [Emphasis added.]

In this case, * * * the Court reads the allegations such that defendant promised that it would enter into a new lease if plaintiff made the necessary changes to Lammert Center. That promise was only limited by the requirement that both parties negotiate the terms of the lease in good faith, which is to say that defendant was not promising to sign any lease that plaintiff put in front of it. Rather, once defendant promised it would enter a new lease if plaintiff made the new space available, it was bound to make a good faith effort to reach an agreement on the terms of the lease. Under these allegations, the Court fi nds that the alleged promise was suffi ciently defi nite to support a claim for promissory estoppel.

* * * *

For the above stated reasons, IT IS HEREBY ORDERED that defendant’s motion to dismiss Count VII of plaintiff’s complaint is denied.

Questions:-

1. The defendant argued that the promise to renew the lease was not suffi ciently defi nite to support a claim for promissory estoppel. How did the court respond to this argument?

2. Suppose that the plaintiff’s costs in accommodating the defendant’s request had been \($5\),000 instead of \($1\),350,000.
Would the outcome of this case have been any different? Why or why not?