IN THE SUPREME COURT OF IOWA

No. 17–0791

Filed November 2, 2018

RONALD DWIGHT KUNDE,

Appellant,

vs.

ESTATE OF ARTHUR D. BOWMAN and DIANE ENGELKINS,

Appellees.

On review from the Iowa Court of Appeals.

Appeal from the Iowa District Court for Jackson County, Nancy S. 

Tabor, Judge.

The parties seek further review of a decision by the Iowa Court of 

Appeals affirming the district court’s dismissal of the plaintiff’s unjust 

enrichment and quantum meruit claims and reversing the district court’s 

dismissal of the plaintiff’s promissory estoppel claim. AFFIRMED IN 

PART, REVERSED IN PART, AND REMANDED.

D. Flint Drake and Samuel M. DeGree of Drake Law Firm, P.C., 

Dubuque, for appellant.

Bradley T. Boffeli of Boffeli & Spannagel, P.C., Maquoketa, for 

appellees.
2

APPEL, Justice.

In this case, a farmer sued his neighbor’s heirs, claiming, among 

other things, that he and the decedent entered into an option contract to 

purchase farmland that was subject to a written lease and upon which the 

farmer made substantial improvements at his expense. In the alternative, 

the farmer sought to recover under various equitable theories of

promissory estoppel, quantum meruit, and unjust enrichment.

A jury found in favor of the plaintiff on his contract claim and 

awarded damages. After the verdict, however, the district court granted 

the defendants’ motion for a directed verdict on the contract claim. The 

district court refused to order a new trial on the plaintiff’s alternative 

equitable theories.

On appeal, the court of appeals affirmed the directed verdict on the 

contract claim but remanded the case to the district court for a trial on the 

equitable claims. On remand, the district court granted the defendants’ 

motion for summary judgment on the equitable claims.

On a second appeal, the court of appeals again reversed the 

judgment of the district court. The court of appeals found that the claims 

of unjust enrichment and quantum meruit failed as a matter of law 

because the parties had express agreements governing improvements to 

the leasehold and allocating the expenses of the improvements. On the 

claim of promissory estoppel, however, the court of appeals concluded that 

the presence of agreements related to the leasehold and improvements was 

not determinative. Instead, the court of appeals reasoned that what was 

required to give rise to a claim of promissory estoppel was not an 

“agreement” but a “promise.” As a result, the court of appeals reversed 

the district court and remanded the matter for a new trial.
3

We granted further review. For the reasons expressed below, we 

affirm the district court’s dismissal of the unjust enrichment and quantum 

meruit claims, but reverse the district court’s dismissal of the promissory 

estoppel claim.

I. Procedural and Factual Background.

Viewed in the light most favorable to the plaintiff, the summary 

judgment record shows the following facts. Ronald Kunde purchased 

farmland along with a residence in Jackson County in 2000. He bought 

additional ground in 2007. Kunde’s farm was adjacent to a 102-acre farm 

owned by Arthur Bowman.

Kunde and Bowman were neighbors who engaged in an occasional 

“hello” and brief discussion concerning farming practices. At trial, Kunde 

testified that in the fall of 2007, Bowman approached Kunde and asked if 

he would be willing to rent his farm. Kunde responded by asking whether 

Bowman’s wife would rent or sell farmland she owned. Bowman told 

Kunde that his wife’s property had been sold but that Bowman would 

consider selling his own property for $1900 per acre. Kunde testified he 

told Bowman that the figure was too low and the parties agreed on a price 

of $3000 per acre. Kunde told Bowman he wanted to talk with his brother 

about the transaction. Bowman told Kunde that he could rent the farm in 

the meantime and that he could purchase the property at his option.

The parties discussed the possibility of improvements to Bowman’s 

property. Kunde agreed to make certain improvements to the property as 

part of the oral agreement that Kunde could exercise an option to purchase 

the Bowman land.

Kunde and Bowman entered into a written lease to rent the farm for 

the 2008 farm year. Kunde made a list of improvements he had discussed 

with Bowman, and at his request an addendum was added to the 2008 
4

farm lease. The addendum stated that the improvements would be 

permissive and at renter’s expense. The parties executed other leases in 

2009, 2012, and 2013 under terms generally similar to those in the 2008 

lease.

The leases were prepared by an attorney for Bowman. The leases 

contained provisions related to improvements by the lessee. Paragraph 4 

provided that all commercial fertilizer and other inputs and expenses were 

to be paid 100% by the tenant. Paragraph 14 related to new improvements 

and provided that all buildings, fences, and improvements that may be 

erected by the tenant constitute additional rent and shall inure to the real 

estate and become property of the landlord and that expenses incurred 

without landlord consent were the responsibility of the tenant. Paragraph 

21 provided that changes in lease terms could only be made in writing.

During the period of time when Kunde leased the Bowman property, 

he made substantial improvements to the land. He banked expensive 

fertilizer in the soil, excavated and leveled the property, installed drain tile,

engaged in general cleanup, repaired and installed fences, and created and 

redirected waterways. Kunde’s work also converted twenty-three acres of 

nontillable acres to tillable acres.

Kunde asserted that he incurred $52,000 in cost for his labor, 

equipment use, and materials in making the improvements. He claimed 

that when he discussed the improvements with Bowman, Bowman told 

him that Kunde could do whatever he wanted since the farm would be his. 

Kunde claimed he made the improvements in reliance on Bowman’s 

promise that he would be able to buy the farm. Several witnesses at trial 

testified that improvements adding tillable acres to farm property would 

typically be the responsibility of the landlord.
5

In 2010, Kunde attempted to exercise his option to purchase the 

Bowman farm. Kunde was told by Bowman’s daughter, Diane Engelkins, 

that she had discovered a third-party right of first refusal on the farm. 

After Kunde was told of the right of first refusal, Bowman told Kunde, “I 

feel like I lied to you.”

In August 2013, Bowman was placed in a nursing home, suffering 

from dementia. Kunde was served with a notice of termination of the farm 

tenancy. In November, Engelkins informed Kunde that the farm was being 

placed for sale at a public auction due to the fact that it was Bowman’s 

only asset and he needed it to be sold in order to meet Title XIX

requirements. The farm was ultimately sold.

Kunde brought an action in district court against the defendants. 

He claimed that the defendants breached an option contract to sell him 

the agricultural land. Alternatively, Kunde alleged equitable causes of 

action, including promissory estoppel, unjust enrichment, and quantum 

meruit. The case proceeded to jury trial, with the jury rendering a verdict 

in favor of Kunde on his contract claim and awarding damages of $52,000.

After the verdict was rendered, the district court granted a motion 

for directed verdict on the grounds that there was insufficient evidence to 

prove the existence of a contract. The district court denied plaintiff’s 

motion to reconsider, motion to amend and enlarge findings, and motion 

for a new trial on Kunde’s equitable actions. Plaintiff appealed.

The court of appeals affirmed the ruling of the district court that 

Kunde failed to offer substantial evidence to support the jury’s finding that 

Kunde and Bowman reached an agreement on all the essential terms of an 

option contract. The court of appeals, however, reversed the decision of 

the district court denying Kunde’s request for a new trial on his equitable 
6

claims. The court of appeals remanded the case to the district court for 

further proceedings on the equitable claims.

On remand, the defendants filed a motion for summary judgment 

on the remaining equitable claims. The district court granted the motion. 

Plaintiff again appealed.

The court of appeals affirmed the district court grant of summary 

judgment on the equitable claims of unjust enrichment and quantum 

meruit. The court of appeals reversed the district court grant of summary 

judgment on the promissory estoppel claim.

We granted further review.

II. Standard of Review.

The standard of review for district court rulings on summary 

judgment is for correction of errors of law. Mason v. Vision Iowa Bd., 700 

N.W.2d 349, 353 (Iowa 2005). Evidence is viewed in the light most 

favorable to the party opposing summary judgment. Murtha v. Cahalan, 

745 N.W.2d 711, 713–14 (Iowa 2008).

III. Discussion.

A. Introduction. This appeal presents questions regarding the 

relationship between the equitable doctrines of unjust enrichment, 

quantum meruit, and promissory estoppel when there is a contract 

between the parties governing the same subject matter.

There are two distinct questions. The first question is whether the 

plaintiff may bring a claim for the cost of improvements to the property 

based on implied contract in the face of an express contract which 

allocated the cost of improvements. The second question is whether the 

plaintiff may seek to bring a claim of promissory estoppel under the facts 

and circumstances of this case.
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B. Quantum Meruit and Unjust Enrichment to Recover 

Uncompensated Costs of Improvements. The first question we address 

is whether Kunde may bring claims for unjust enrichment or quantum 

meruit related to improvements made to the farmland when the parties 

entered into a contractual relationship specifically allocating the costs of 

improvements on the property. The district court concluded that in light 

of the existence of a contract covering the same subject matter, Kunde 

could not bring these equitable claims.

On appeal, Kunde concedes that an express contract and an implied 

contract cannot coexist with respect to the same subject matter. Chariton 

Feed & Grain, Inc. v. Harder, 369 N.W.2d 777, 791 (Iowa 1985). Kunde 

maintains, however, that there may be an implied contract on a point not 

covered by an express agreement so long as it is a point not “fully covered 

by an express contract and in direct conflict therewith.” Smith v. Stowell, 

256 Iowa 165, 174, 125 N.W.2d 795, 800 (1964). Kunde takes issue with 

the district court’s conclusion that the subject matter was “Bowman’s farm 

and the relationship, rights, and obligations that Kunde had with it.” 

According to Kunde, because the farm leases do not obligate Kunde to 

make the improvements listed in the addendum, there is no express 

contract provision governing such improvements.

Bowman1 agrees with the general principles outlined by Kunde, but 

disagrees with Kunde regarding their application in this case. Bowman 

focuses on the express terms of the written contracts between the parties. 

Bowman points out that the express agreements specifically allocated 

100% of the input costs and expenses to Kunde. Further, Bowman notes 

that the leases specifically stated that any new improvements “erected or 

 1Estate of Arthur D. Bowman and Diane Engelkins will be collectively referred to 

as Bowman.
8

established upon the Real Estate during the term of the Lease” would be 

considered “additional rent and shall inure to the Real Estate, becoming 

the property” of Bowman. Further, Bowman observes, the lease provided 

that no expense could be incurred by or on account of Bowman without 

his written authorization. Because of these specific lease provisions, 

Bowman argues that the express terms of the farm leases prevent Kunde 

from recovering under the implied contract theories of quantum meruit 

and unjust enrichment.

We agree with Bowman. Kunde’s unjust enrichment and quantum 

meruit claims focus on a right to recover the cost of improvements. The 

doctrines of unjust enrichment and quantum meruit are based upon the 

concept of implied contract. Chariton Feed & Grain, 369 N.W.2d at 791. 

We have held that “[a]n express contract and an implied contract cannot 

coexist with respect to the same subject matter.” Legg v. W. Bank, 873 

N.W.2d 763, 771 (Iowa 2016) (quoting Chariton Feed & Grain, 369 N.W.2d

at 791). While it has been held that implied contract theories may coexist 

with written contracts, the cases involve situations where recovery was 

sought for matters not covered or agreed upon in the contract, see Nepstad 

Custom Homes Co. v. Krull, 527 N.W.2d 402, 407 (Iowa Ct. App. 1994)

(stating that a builder may recover for extras not covered by contract), or 

where a contract does not address a particular term that the facts and 

circumstances suggest should be supplied by implication, see Carlson v. 

Maughmer, 168 N.W.2d 802, 803 (Iowa 1969) (stating that, in employment 

contracts, reasonable compensation is implied when contract is silent on 

amount of compensation).

Here, the parties entered into an express written agreement related 

to the farmland improvements and allocated the costs of any 

improvements. The existence of an express contract on these matters 
9

prevents Kunde from circumventing their agreement by seeking to use 

theories of unjust enrichment and quantum meruit to recover for 

improvements to which he was plainly not entitled under the terms of the 

contract. Legg, 873 N.W.2d at 771; Chariton Feed & Grain, 369 N.W.2d at 

791. As a result, the district court did not err in granting summary 

judgment to Bowman on these claims.

C. Promissory Estoppel to Enforce Promise of Option to 

Purchase Land. We now consider whether the district court properly 

granted Bowman’s motion for summary judgment on the promissory 

estoppel claim based on the alleged promise of Bowman to Kunde that he 

could purchase the land at his option. In order to consider whether Kunde 

could enforce the option promise on a promissory estoppel theory, we must 

first consider whether the claim may be brought in light of the existence 

of the farm leases or whether, like Kunde’s claim for recovery based on 

unjust enrichment and quantum meruit, they are not available. If Kunde 

is allowed to press his option claim based on promissory estoppel, we must 

consider whether the district court correctly identified the elements of 

promissory estoppel as including a requirement of a “clear and definite 

oral agreement.”

1. Relationship of promissory estoppel to agricultural leases. We first 

consider whether the existence of the farm leases prevents an assertion of 

promissory estoppel related to Kunde’s asserted option to purchase the 

land. Bowman claims that the presence of the farm leases prevents the 

assertion of promissory estoppel just as it does the claims of unjust 

enrichment and quantum meruit. Kunde responds, however, that an 

option to purchase is often separate and distinct from a farm lease, that 

the farm lease does not contain an integration clause, and that the 

summary judgment record provided a triable claim on whether Kunde 
10

reasonably relied upon the promise of an option by Bowman to make 

improvements on the farm at his own expense that were not recoverable 

from Bowman under the express terms of the lease agreement.

We agree with Kunde. The promissory estoppel claim is not based 

solely upon an implied contractual theory that the cost of the 

improvements should be borne by Bowman. Instead, the promissory 

estoppel theory in this case rests upon the notion that Kunde made the 

improvements on the land that were unrecoverable under the farm lease 

in reliance upon a promise of an option to purchase the land. See 

Restatement (Second) of Contracts § 90 cmt. a, at 242 (Am. Law Inst. 1981)

[hereinafter Restatement (Second)] (emphasizing role of reliance in 

promissory estoppel). While Kunde’s attempt to shift the costs of 

improvements to Bowman under his unjust enrichment and quantum 

meruit theories flies directly in the face of explicit contractual terms

allocating the cost of improvements, the notion that Bowman promised 

Kunde an option to purchase the farmland that he improved is not 

necessarily inconsistent with the terms of the lease. See Levien Leasing 

Co. v. Dickey Co., 380 N.W.2d 748, 752 (Iowa Ct. App. 1985) (finding that 

option to purchase is not necessarily inconsistent with written lease even 

though the written lease contained an integration clause when the 

evidence showed a practice of separating a lease from an option to 

purchase); see also Walker v. Horine, 695 S.W.2d 572, 577 (Tex. App. 

1985) (per curiam) (holding that lease and option are separate agreements 

even though executed on same day because each agreement gives the 

parties separate benefits as well as separate obligations); Bess v. Jensen, 

782 P.2d 542, 544–45 (Utah Ct. App. 1989) (holding that lease and option 

are separate agreements because executed in different documents and 

supported by different consideration); Ledaura, LLC v. Gould, 237 P.3d 
11

914, 921–22 (Wash. Ct. App. 2010) (holding that lease and option are 

separate agreements even though executed on consecutive days by the 

same parties concerning the same property). Further, we note that in this 

case, the farm leases did not contain an integration clause suggesting that 

the leases were designed to represent the sole expression of the parties’

relationship.

In finding for Kunde on the promissory estoppel issue, we are not 

rewriting the contract. We are not shifting the cost of improvements in 

light of express contractual agreements to the contrary. Instead, we are 

simply holding that Kunde has raised a triable issue on the question of 

whether he made his improvements at his own expense in reliance upon 

the alleged promise of an option to purchase the land.

2. Agreement vs. promise in promissory estoppel. Kunde argues that 

promissory estoppel does not require proof of a “clear and definite 

agreement.” Instead, Kunde argues that promissory estoppel may be 

established where a promisee reasonably relies upon a promise that does 

not necessarily contain all the elements of an enforceable contract.

In support of his argument, Kunde cites Restatement (Second) of 

Contracts, section 90, which provides,

A promise which the promisor should reasonably expect to 

induce action or forbearance on the part of the promisee or a 

third person and which does induce such action or 

forbearance is binding if injustice can be avoided only by 

enforcement of the promise. The remedy granted for breach 

may be limited as justice requires.

Restatement (Second) § 90(1), at 242. According to Kunde, the language 

of section 90 emphasizes the presence of a “promise,” not an “agreement.”

Kunde recognizes that our Iowa caselaw sometimes suggests that 

the elements of promissory estoppel include a “clear and definite oral 

agreement.” See, e.g., McKee v. Isle of Capri Casinos, Inc., 864 N.W.2d 518, 
12

532 (Iowa 2015). Kunde argues, however, that other Iowa cases more 

accurately state the elements of promissory estoppel as requiring a 

“promise” rather than an “agreement.”

On the other hand, Bowman suggests that an “agreement” is 

required under our caselaw. Because the district court and the court of 

appeals had previously found that no enforceable contract existed with 

respect to the alleged option to purchase, Bowman reasons that 

promissory estoppel is not available to Kunde.

We begin our analysis with a brief survey of the Iowa caselaw. Our 

Iowa caselaw regarding promissory estoppel has evolved over time. In the 

early case of Port Huron Machinery Co. v. Wohlers, 207 Iowa 826, 221 N.W.

843 (1928), we embraced the concept of promissory estoppel advocated by 

Professor Williston in the context of a unilateral contract in which the 

acceptance arose not from verbal acts but from acts indicating acceptance. 

Id. at 829–30, 221 N.W. at 844–45. We had no occasion in Port Huron, 

however, to consider the contours or limits of the doctrine. See id.

The modern Iowa caselaw trail on promissory estoppel continued 

with Miller v. Lawlor, 245 Iowa 1144, 66 N.W.2d 267 (1954). In Miller, the 

plaintiffs alleged they built a house in reliance on a promise by a 

neighboring property owner that he would not build in a fashion to 

obstruct the plaintiffs’ “terrific” nine-mile view from their home. Id. at 

1146, 66 N.W.2d at 269. The question in Miller was whether the plaintiffs 

could enforce the assurance obtained from the neighbor. See id. at 1149–

50, 66 N.W.2d at 271.

In considering the matter, we declared that promissory estoppel “is 

now a recognized species of consideration.” Id. at 1152, 66 N.W.2d at 272

(quoting Porter v. Comm’r, 60 F.2d 673, 675 (2d Cir. 1932)). We cited in 

its entirety the Restatement (First) of Contracts section 90 for the 
13

proposition that a promise is binding if the promisor should reasonably 

expect it to induce action or forbearance on the part of the promisee. Id.

at 1153, 66 N.W.2d at 273. We emphasized that such a promise is binding 

even without consideration. Id.

In Miller, the defendant asserted that an element of promissory 

estoppel was a “clear and definite oral agreement.” Id. at 1154, 66 N.W.2d 

at 273. Without expressly adopting this element, we concluded that the 

plaintiff offered evidence of “a clear and definite oral agreement” and was 

entitled to relief. Id. at 1153–56, 66 N.W.2d at 273–75.

We reviewed the elements of promissory estoppel in Schoff v. 

Combined Insurance Co. of America, 604 N.W.2d 43, 49 (Iowa 1999). From 

Miller and later cases, the Schoff court at first identified three elements of 

promissory estoppel as follows: “(1) a clear and definite oral agreement;

(2) proof that plaintiff acted to his detriment in reliance thereon; and (3) a 

finding that the equities entitle the plaintiff to . . . relief.” Id. at 48 (quoting 

Johnson v. Pattison, 185 N.W.2d 790, 795 (Iowa 1971)). But later, instead 

of those three elements, the Schoff court identified four elements: 

(1) a clear and definite promise; (2) the promise was made with 

the promisor’s clear understanding that the promisee was 

seeking an assurance upon which the promisee could rely and 

without which he would not act; (3) the promisee acted to his 

substantial detriment in reasonable reliance on the promise;

and (4) injustice can be avoided only by enforcement of the 

promise.

Id. at 49. The difference between the earlier and later formulations of the 

elements of promissory estoppel in Schoff was two-fold. First, the later 

Schoff formulation changed the phrase “clear and definite agreement” in 

the first element of promissory estoppel to “clear and definite promise.” 

See id. at 48–49. Second, the later Schoff approach broke down the 

reliance into two separate elements. See id.
14

These two changes in the later Schoff formulation were related. The 

emphasis in the later Schoff formulation shifted away from a narrow view 

of promissory estoppel as merely a substitute for consideration and toward 

a doctrine that emphasized reliance. See id. Both the change in the first 

element from “agreement” to “promise” and the breaking down of reliance 

into two separate elements—one focusing on the promisor and the other

focusing on the promisee—reinforced promissory estoppel as a doctrine 

focused on protection of reliance-type interests.

The Schoff court’s emphasis on a promise and reliance, rather than 

agreement and consideration, was repeated in Kolkman v. Roth, 656 

N.W.2d 148, 156 (Iowa 2003). In Kolkman, we cited the later four-element 

test for promissory estoppel stated in Schoff requiring the presence of a

“clear and definite promise” rather than a “clear and definite agreement.”

Id. We noted that “promissory estoppel is not only a substitute for 

consideration, but is also recognized as an exception to the statute of 

frauds even in cases where the promise may be supported by 

consideration.” Id. at 153. We declared in Kolkman that the “strict proof”

requirement in promissory estoppel cases is designed to ensure the 

presence of “a promise that justifies reliance by the promisee” and that

“reliance inflicted injustice that requires enforcement of the promise.” Id.

at 156 (emphasis added). The method of analysis employed in Schoff and 

Kolkman thus moved away from using promissory estoppel as a doctrine 

to provide consideration in an otherwise enforceable agreement and 

toward protection of reliance interests that arise from clear and definite 

promises.

Yet, in McKee, we cited the early formulation in Schoff for the 

proposition that promissory estoppel required a party to prove “a clear and 

definite oral agreement.” 864 N.W.2d at 532 (citing Schoff, 604 N.W.2d at 
15

48). In McKee, however, we rejected a promissory estoppel claim because 

the plaintiff had failed to show detrimental reliance. Id.

The issue in this case is whether promissory estoppel requires the 

presence of a “clear and definite agreement” or whether it is sufficient for 

a party to present evidence of a “clear and definite promise” of the type 

that the promisor would understand would cause the promisee to rely 

upon. We think it clear that a “clear and definite promise” is sufficient if 

the other elements of promissory estoppel are met.

First, we look to the language of Restatement (Second) of Contracts, 

section 90. We regard the use of the term “promise” rather than 

“agreement” in the Restatement (Second) as a deliberate choice. Our 

approach is supported by illustration 12 under section 90, which is 

strikingly similar to this case. Under illustration 12,

A promises to make a gift of a tract of land to B, his son-inlaw. B takes possession and lives on the land for 17 years, 

making valuable improvements. A then dispossess B, and 

specific performance is denied because the proof of the terms 

of the promise is not sufficiently clear and definite. B is 

entitled to a lien on the land for the value of the improvements, 

not exceeding their cost.

Restatement (Second) § 90 cmt. d., illus. 12, at 246; see Kaufman v. Miller, 

214 Ill. App. 213, 214, 217–18 (Ill. App. Ct. 1919).

Second, our approach is also consistent with our more recent 

caselaw such as Schoff and Kolkman. As noted above, these cases

emphasize the reliance element in promissory estoppel over the narrower 

function of merely filling the void of lack of consideration in otherwise 

enforceable agreements.

We do not think our citation in McKee undermines the thrust of our 

better reasoned cases. McKee accurately cited language in Schoff which 

stated that a “clear and definite agreement” was an element of promissory 
16

estoppel. But after citing our prior approach to promissory estoppel, the 

Schoff case emphasizes reliance and promise, not agreement. 604 N.W.2d 

at 48–49. After its initial citation of the elements of promissory estoppel 

from our prior cases, Schoff later declares that the first element of estoppel 

is one of “clear and definite promise.” Id. at 49. When read in its entirety

and in context, Schoff stands for a broader approach to promissory 

estoppel than the approach in Miller. In any event, in McKee, the 

promissory estoppel claim was rejected based on a failure to demonstrate 

reliance as a matter of fact. 864 N.W.2d at 532. The citation to prior law 

in McKee regarding the element of a “clear and definite agreement” was not 

essential to the holding of the case and has not impacted the march of our 

cases away from the requirement of an agreement and toward emphasis 

on reliance and promise.

Finally, our approach has support in cases from other jurisdictions 

which, though not binding, lend persuasive support to our approach. For 

example, in Hoffman v. Red Owl Stores, Inc., the Wisconsin Supreme Court 

noted that while promissory estoppel originally was thought to apply only 

as a substitute for consideration in an otherwise enforceable contract, 

promissory estoppel under Restatement (First) section 90 is often 

appropriate when the parties have not mutually agreed on all the essential 

terms of a proposed transaction. 133 N.W.2d 267, 275 (Wis. 1965).

Similarly, in Vigoda v. Denver Urban Renewal Authority, 646 P.2d 

900 (Colo. 1982) (en banc), the Colorado Supreme Court noted that the 

purpose of promissory estoppel was to allow recovery for “those who rely 

to their detriment upon promises which the promisor should have 

reasonably expected to induce such reliance.” Id. at 905. The Colorado 

Supreme Court emphasized that the purpose of the promissory estoppel 

cause of action reflects “an attempt by the courts to keep remedies abreast 
17

of increased moral consciousness of honesty and fair representations in 

all . . . dealings.” Id. (quoting Peoples Nat’l Bank of Little Rock v. Linebarger 

Constr. Co., 240 S.W.2d 12, 16 (Ark. 1951)). The Colorado Supreme Court 

concluded that in order to prevent such injustice, the Restatement section 

90 “should be applied to prevent injustice where there has not been

mutual agreement by the parties on all essential terms of a contract” but 

where “a promise was made which the promisor should reasonably have 

expected would induce action or forbearance, and the promise in fact 

induced such action or forbearance.” Id.; see, e.g., Kiely v. St. Germain, 

670 P.2d 764, 767 (Colo. 1983) (en banc); Bender v. Design Store Corp., 

404 A.2d 194, 196–97 (D.C. 1979); Rosnick v. Dinsmore, 457 N.W.2d 793, 

799–801 (Neb. 1990); Neiss v. Ehlers, 899 P.2d 700, 704–07 (Or. Ct. App. 

1995); Farm Crop Energy, Inc. v. Old Nat’l Bank of Wash., 750 P.2d 231, 

240–41 (Wash. 1988) (en banc).

We recognize there are cases to the contrary. See, e.g., Keil v. Glacier 

Park, Inc., 614 P.2d 502, 506–07 (Mont. 1980); Lohse v. Atlantic Richfield 

Co., 389 N.W.2d 352, 357 (N.D. 1986); Weitzman v. Steinberg, 638 S.W.2d 

171, 176 (Tex. App. 1982). Nonetheless, we find the Hoffman–Vigoda line 

of cases is most consistent with the reasoning of Restatement (Second) 

section 90 and our evolving caselaw. We conclude that a “clear and 

definite promise” is sufficient to give rise to a promissory estoppel claim.

In applying the “clear and definite promise” element to the case at 

hand, we believe Kunde’s claim survives summary judgment. Kunde has 

offered evidence that Bowman promised him an option to purchase the 

land at a price of $3000 per acre, that Bowman had reason to believe that 

Kunde would rely on the promise, and that Kunde, in fact, did rely on the 

promise to his detriment. The district court thus erred in granting the 
18

defendants’ motion for summary judgment on the promissory estoppel 

claim.

IV. Conclusion.

For the above reasons, the district court judgment granting 

summary judgment on Kunde’s unjust enrichment and quantum meruit 

claims is affirmed. The district court judgment granting summary 

judgment on Kunde’s promissory claim is reversed. The case is remanded 

to the district court for further proceedings.

AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.