196 A. 39 | Pa. | 1937
Under date of October 6, 1932, plaintiff leased to Robert H. Fisher (appellee) and J. Edward Brill a store in Bryn Mawr, the term being for three years and eleven months from November 1, 1932. Fisher and Brill, as partners, carried on the business of florists in the demised premises. In December, 1933, Fisher desired to withdraw and go into a business of his own in another locality, but although Brill agreed to this Fisher did not wish to enter upon the new venture unless he could be released from the obligations of the partnership. Accordingly, he sought out plaintiff and told him of his plans, saying: "I expect to do something, go into some business, if I get out of here, . . . and I naturally want to get everything taken care of, obligations, . . . because I didn't want to go into anything else and have any obligations hanging over my head." Plaintiff answered that he "was perfectly satisfied if they [Brill and his son] assumed the balance of the lease, as far as I am concerned, just forget about it." Later Fisher spoke to him again, saying, "I want *499 to make sure that everything regarding the lease is O. K. between you and me," and plaintiff said he was "perfectly satisfied, I am satisfied to have Mr. Brill assume the lease, and if it is going to help you any to get started in business, I release you. . . . so long as you are finished here, through here, and your responsibility is ended here, why not come up to Wayne?" Mrs. Fisher, wife of appellee, testified that her husband told plaintiff of his intention to dissolve the partnership and that he would like to know how he stood as far as the rent was concerned, because he wanted to go into another business, and plaintiff replied that "your responsibilities here are ended," and on a later occasion added: "it is definitely decided now that you are going out of the business, Mr. Brill has agreed to take over the lease, why don't you come up and start a store in Wayne?" At the trial plaintiff denied these conversations, but, in view of the jury's verdict for appellee, the latter's version must be accepted as representing the facts.
Fisher dissolved his partnership with Brill and engaged in the restaurant business in Ardmore, Brill remaining in the demised premises and thereafter conducting the old business with his son under the name of "Brill Flowers, Florists," paying the rent each month by checks signed by himself and his son instead of by himself and Fisher as theretofore. This continued for about a year and a half. On August 19, 1935, plaintiff entered judgment by confession on the lease against both Fisher and Brill for rent from July 1, 1935, to the end of the lease, September 30, 1936. On petition by appellee the judgment was opened as to him. The issue was presented to a jury, resulting in a verdict for appellee which was sustained by the court below.
Although there are assignments of error to portions of the charge, the case presented on appeal to this court is confined by the statement of the question involved to plaintiff's contention that binding instructions should *500 have been given in his favor. While, perhaps, some of the learned trial judge's charge as to the law governing consideration in contracts might be open to academic criticism, the point upon which the case really turns is whether Fisher can enforce plaintiff's promise to release him from further liability under the lease.
It is beyond the pale of argument that a promise by a creditor to release one of the partners of a debtor firm from liability for an obligation is, in the absence of qualifying facts, legally unenforceable for want of consideration.Walstrom v. Hopkins,
Illustrative cases abound in the reports,6 especially since the more formal embodiment of the principle in *502
section 90 of the Restatement.7 Its most frequent application has been to cases in which a person announces his intention of abandoning an existing right, and thereby leads another, relying thereon, to some action or forbearance. Such cases have sometimes been referred to as well-recognized exceptions to the general proposition that, in order to give rise to an estoppel, a representation must relate to an existing fact and not be merely an expression of opinion or a promise of future performance.8 "There is no rule more necessary to enforce good faith than that which compels a person to abstain from enforcing claims which he has induced others to suppose he would not rely on. The rule does not rest upon the assumption that he has obtained any personal gain or advantage, but on the fact that he has induced others to act in such a manner that they will be seriously prejudiced if he is allowed to fail in carrying out what he has encouraged them to expect": Faxton v.Faxon,
In Pennsylvania the doctrine has been applied under various forms. Thus in Harris v. Brown,
The facts in the present case constitute a situation to which the doctrine of promissory estoppel peculiarly applies, because they involve the announcement by plaintiff of the intended abandonment of his right to enforce Fisher's liability for the rent, knowing that such announcement would be relied upon by him to the extent of his embarking upon a new business venture. All the safeguarding features thrown around the doctrine of promissory estoppel to prevent its too loose application — that the promise be one likely to induce action, that such action be of a definite and substantial character, that the circumstances be such that injustice can be avoided only by the enforcement of the promise — *504 are here present. Plaintiff contends that it was not shown that Fisher suffered a loss in the restaurant business, but he did substantially change his position by entering into that business upon the faith of plaintiff's promise, and when, at the trial of the case, Fisher was questioned by his counsel on this point for the purpose of proving the consequences of his reliance upon plaintiff's promise, counsel for plaintiff objected, and his objections were — in our opinion improperly — sustained by the court. Having succeeded in ruling out this testimony, plaintiff cannot now contend that proof of the facts thus barred was vital to Fisher's defense. Plaintiff also argues that the release was conditional upon Brill's "assuming" the lease, and that there was no evidence of such assumption. It was testified, however, that plaintiff stated to Fisher that Brill had agreed to take over the lease. Moreover, the fact that after Fisher's withdrawal from the partnership the business was conducted by Brill and his son and subsequent checks for the rent were signed by them amply warrants the inference, established by the verdict, that Brill did assume such liability.
Judgment affirmed.