Law School Case Brief
Neuhoff v. Marvin Lumber & Cedar Co. - 370 F.3d 197 (1st Cir. 2004)
To prove a claim of promissory estoppel under Massachusetts law, a plaintiff must allege that (1) a promisor makes a promise which he should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee, (2) the promise does induce such action or forbearance, and (3) injustice can be avoided only by enforcement of the promise.
In 1991, plaintiffs-appellants Neuhoffs purchased and installed 60 windows manufactured by defendants-appellees Marvin Lumber and Marvin Windows ("Marvin"). In 1994, the Neuhoffs noticed that many of the windows were decaying and notified Simon Hickman, the contractor who installed the windows, of the decay. In 1998, Marvin sent Roy Holthusen to inspect the windows. The inspection showed that 56 windows had either "obvious decay" or "incipient decay." In March 1998, Marvin sent the Neuhoffs a letter promising to replace 33 windows for free. Several weeks later, after inquiring about the remaining windows, the Neuhoffs claimed that Marvin's agent, Greg Muirhead, orally informed them that the remaining windows would be replaced for free, but that Marvin could not replace them yet due to production problems. In 1999, Marvin replaced 33 of the windows that were in the most advanced state of decay. In June 2000, the Neuhoffs contacted Marvin again because the windows that had not been replaced had reached an advanced state of decay. Marvin sent another inspector to the Neuhoffs' home. This inspector concluded that 21 windows, including four of the newly installed windows, had obvious decay. In January 2001, Marvin informed the Neuhoffs that their windows would not be replaced for free, but that the Neuhoffs could purchase replacement windows at a 32 percent discount. The Neuhoffs filed suit brought a diversity action against Marvin for breach of an oral contract, breach of implied warranty, violation of Mass. Gen. Laws ch. 93A, and promissory estoppel, arising from a promise to replace defective windows. The United States District Court granted Marvin's motion for summary judgment on all four claims. Plaintiffs appealed.
Was summary judgment in favor of defendant window company proper on the promissory estoppel claim made by plaintiff window purchaser?
The United States Court of Appeals concluded that the district court appropriately granted summary judgment on the breach of oral contract, breach of implied warranty, and violation of Mass. Gen. Laws ch. 93A claims, but inappropriately granted summary judgment on the promissory estoppel claim. Neuhoffs' breach of contract claim failed because defendants' alleged promise to replace the remaining defective windows lacked consideration. Neuhoffs' claims of forbearance were not sufficient for consideration since such forbearance was neither express nor could be found by fair implication from all the circumstances. Also, a hypothetical and tangential benefit to defendants' reputation was not sufficient consideration to make defendants' promise to replace the windows a binding contract. Also, because the replacement windows were more akin to a gift, there was no implied warranty on the windows. Finally, any claim under Mass. Gen. Laws ch. 93A was time-barred. However, it was clear from the record that defendants' agent promised to replace all of the decaying windows, and the promise coincided with defendants' policy and practice of replacing defective windows. Thus, the agent could have reasonably expected Neuhoffs to rely on such a promise. The Court found that there was a question of fact regarding whether Neuhoffs relied on defendants' promise to their detriment.
Regarding the standard of review, the Court explained that appellate courts review summary judgment decisions de novo, viewing the facts in the light most favorable to the nonmoving party.
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