Dixon v. Wells Fargo Bank, N.A.

798 F. Supp. 2d 336 (D. Mass. 2011)



An essential element in the pleading and proof of a contract claim is the promise sought to be enforced. Thus, even where detrimental reliance acts as a substitute for consideration, the promise on which a claim for promissory estoppel is based must be interchangeable with an offer in the sense of commitment. The promise must demonstrate an intention to act or refrain from acting in a specified way, so as to justify a promisee in understanding that a commitment has been made. That the representation is of future, rather than present, intention will not preclude recovery, so long as the promisor's expectation to be legally bound is clear.


A couple brought action against their bank to seek (1) an injunction prohibiting Wells Fargo from foreclosing on their home; (2) specific performance of an oral agreement to enter into a loan modification; and (3) damages. The bank filed a motion for the dismissal of the complaint, arguing that the allegations are insufficient to invoke the doctrine of promissory estoppel and that any state court claims were preempted by the Home Owners' Loan Act ("HOLA").


Does plaintiff fail to state a claim for promissory estoppel, and is the state-law cause of action is preempted by the federal statutory and regulatory scheme of HOLA, resulting in dismissal of plaintiff's claim?




The Court held that a bank was not entitled to dismissal of plaintiff homeowners' promissory estoppel complaint based on the bank's alleged failure to engage in negotiation of a loan modification prior to proceeding with foreclosure because the facts alleged in the complaint were sufficient to invoke the doctrine of promissory estoppel, and this common-law claim, as applied, was not preempted by federal law under HOLA.

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