Matarazzo v. Millers Mutual Group, Inc.

DISSENTING OPINION BY

Judge LEAVITT.

I respectfully dissent. The majority sustains the trial court’s dismissal of the complaint even though the trial court held that the complaint stated a claim for promissory estoppel. It is impossible to reconcile the dismissal of a complaint with the legal conclusion that the dismissed complaint states a cause of action.

The doctrine of promissory estoppel allows a party to enforce a promise even though that promise is not supported by consideration. Crouse v. Cyclops Industries, 560 Pa. 394, 402, 745 A.2d 606, 610 (2000). To establish promissory estoppel, the plaintiff must prove that: (1) the promisor made a promise that would reasonably be expected to induce action or forbearance on the part of the promisee; (2) the promisee actually took action or refrained from taking action in reliance on the promise; and (3) injustice can be avoided by enforcing the promise. Id. at 403, 745 A.2d at 610 (emphasis added). This Court has elaborated that unlike equitable estoppel, which is wholly a defensive doctrine, promissory estoppel can sustain an action brought to remedy the injustice that results from a promise not kept. We explained as follows:

Detrimental reliance is another name for promissory estoppel. Rinehimer v. Luzerne County Community College, 372 Pa. Superior Ct. 480, 539 A.2d 1298 (1988). Promissory estoppel is an outgrowth of equitable estoppel but, unlike equitable estoppel, promissory estoppel may serve as an independent cause of action. Paul v. Lankenau Hospital, 375 Pa. Superior Ct. 1, 543 A.2d 1148 (1988). Pennsylvania has long recognized promissory estoppel as a vehicle by which a promise may be enforced in order to remedy an injustice. See Fried v. Fisher, 328 Pa. 497, 196 A. 39 (1938).

Travers v. Cameron County School District, 117 Pa.Cmwlth. 606, 544 A.2d 547, 550 (1988) (footnote omitted) (holding that a complaint containing the elements of promissory estoppel cannot be dismissed at the preliminary objection stage).

Here, the trial court found that the Ma-tarazzos pled each element of promissory estoppel. They relied on the promise of the Authority to shut off their water and, as a result, refrained from having the water pipes drained or from hiring someone else to turn off their water. The trial explained why these allegations stated a cause of action in promissory estoppel, stating:

What we have here is a promise by the Authority to turn off the water. It was a promise that the Authority should have known would be relied upon by the plaintiffs. The plaintiffs did rely upon this promise of the Authority. As a result of their reliance they suffered harm in the way of damages to the house. These allegations make out a case of promissory estoppel and allow the circumstances to act as a substitute for consideration, thus making the Authority’s promise to turn off the water an enforceable one. The promise was breached and as a result of the breach the plaintiffs suffered damages.

Trial Court Opinion at 4 (emphasis added). The trial court also acknowledged that governmental immunity does not shield a local agency from an action brought under a theory of promissory estoppel. See Ervin v. City of Pittsburgh, 339 Pa. 241, 250, 14 A.2d 297, 301 (1940) (acknowledging the well established principle that municipalities are not immune from estoppel). In spite of making each legal conclusion in favor of the Matarazzos, the trial court *696dismissed their complaint, leaving them without the means “to remedy an injustice.” Travers, 544 A.2d at 550.

The trial court issued this startling order because it believed that the complaint was actually a “disguised” negligence action, and the Authority is protected from negligence claims by governmental immunity. There are several flaws to the trial court’s “disguise” theory.

First, the “disguise” theory fails on the facts as pled in the complaint. The relationship between the Matarazzos and the Authority was a contractual one, as is the case in any relationship between a utility and its customers. See, e.g., West Penn Power Co. v. Nationwide Mutual Insurance Co., 209 Pa.Super. 509, 228 A.2d 218 (1967) (wherein the utility initiated a contract action to pursue a customer that had been underbilled for electrical service for additional payments). Their relationship was not one based upon the social ■ policy imposed by the common law of tort. This is not a case where, for example, one of the Authority’s vehicles was negligently operated by one of its employees and caused damage to another person on the road. Here, the Authority made a promise in the course of its business relationship with its customers, the Matarazzos, that it did not fulfill.

Second, negligence is not pleaded in the complaint. The Matarazzos’ complaint does not characterize the Authority’s failure to turn off their water as either negligent or intentional. Indeed, in promissory estoppel it matters not why the promisor has failed to deliver on its promise. The failure to deliver can be the result of either intentional or negligent conduct. The reason for the breach of promise is no more significant than it is in any breach of contract action.

Third, promissory estoppel contains elements of both negligence and contract. The commentators explain that the key element of promissory estoppel, reliance, is not “peculiar to the law of contracts.” Restatement (Second) of CONTRACTS, § 90 cmt. a (1981). Reliance is also a “feature of numerous rules in the law of negligence, deceit and restitution.” Id. Following the trial court’s logic, any complaint, no matter how it is framed, must be treated as a tort claim if any element of the legal theory of the action contains a “feature” also found in the law of negligence.

The majority points to precedent where the facts in a complaint pled negligence but called it something else in an effort to circumvent sovereign immunity. It cites: Gilius v. Board of Supervisors of Fairview Township, 122 Pa.Cmwlth. 371, 552 A.2d 327 (1988) (holding that a breach of implied warranty did not lie where a township employee negligently performed a soil percolation test); Bendas v. Upper Saucon Township, 127 Pa.Cmwlth. 378, 561 A.2d 1290 (1989) (holding that negligent issuance of permit was not redressable in as-sumpsit); Schreck v. North Codorus Township, 126 Pa.Cmwlth. 407, 559 A.2d 1018 (1989) (holding that a breach of implied warranty did not lie where township failed to perform soil tests and properly design a sewage treatment disposal system); Silkowski by Silkowski v. Hacker, 95 Pa.Cmwlth. 226, 504 A.2d 995 (1986) (holding that negligent supervision was not redressable as a third-party contract beneficiary claim). In each of these cases, we refused to allow the plaintiffs to circumvent the doctrine of sovereign immunity by calling their tort claim by another name. However, these cases are distinguishable.

First, in each ease cited by the majority, the defendant was a local agency that acted in a governmental, not a proprietary, *697capacity.1 As conceded by the majority, governmental immunity does not shield a water authority from the tort-like claim for breach of implied warranty of merchantability to its customer because it acts in a proprietary capacity. McKeesport Municipal Water Authority v. McCloskey, 690 A.2d 766 (Pa.Cmwlth.1997). Similarly, governmental immunity does not protect the Authority from a claim of promissory estoppel.

Second, none of the cases identified by the majority involved the making of a promise. Further, in none of these cases was it found by the trial court, or by this Court on appeal, that the complaint in question stated a claim in contract or in breach of implied warranty. The only claim stated in the complaint was one of negligence. By contrast, here, the trial court found that the facts as pled stated a claim in promissory estoppel.

The party guilty of “disguise” in this case is the Authority. It tries to disguise its discrete duty to honor a single promise to specific individuals as the general duty created under the common law of tort to conduct itself in accordance with the reasonable man standard.2 To make its disguise work, the Authority asserts, rather cheerfully, that it was “careless” and negligently failed in its duty of care to the Matarazzos, who happen to be members of the public as well as being customers of the Authority.3 However, these assertions of the Authority lack any basis in the complaint. This is also true with respect to another “fact” relied upon by the majority, i.e., the water pipes that froze were not located within a right-of-way owned by the Authority. Majority Opinion at 691.

In any pleading, the same set of facts can support recovery under several legal theories. This is why complaints have multiple counts, each of which may provide a different avenue to relief and a different remedy. For example, negligence entitles successful plaintiffs to compensatory and special damages, including punitive damages. By contrast, in promissory estoppel, damages are “limited as justice requires.” Lobolito, 562 Pa. at 390 n. 10, 755 A.2d at 1292 n. 10 (relying upon section 90(1) of the Restatement (Second) of Contracts).4 *698It is the job of the court to review each count separately on its own merits. If the Matarazzos had filed a complaint with, first, a negligence count and, next, a promissory estoppel count, the trial court could have crossed out the negligence count on the basis of governmental immunity. However, it had to stop there because a promissory estoppel claim against a water authority is not barred by governmental immunity.

To dismiss the complaint at the preliminary objection stage, the majority relies on “facts” asserted by the Authority in briefs, not in the pleading; treats the complaint as stating a negligence claim when it does not; and merges two different legal theories, negligence and promissory estoppel, into one when they are different constructs governed by different rules. The Matar-azzos’ complaint states a cause of action in promissory estoppel, a point not even challenged by the Authority. Our Supreme Court has directed that a demurrer cannot be sustained in such circumstances. See Lobolito, 562 Pa. at 390-391, 755 A.2d at 1292-1293 (holding that because developer’s complaint against school district pled the elements of promissory estoppel it could not be dismissed at preliminary objection stage).

For these reasons, I would reverse the trial court and remand the case for further proceedings.

Judge COLINS joins in the dissent.

. However, in Lobolito, Inc. v. North Pocono School District, 562 Pa. 380, 755 A.2d 1287 (2000), our Supreme Court held that a promise made in the exercise of a governmental function limited the plaintiff's promissory es-toppel to the amount lost as a result of its reliance upon the promise, as opposed to the total value of the contract. Stated otherwise, promissory estoppel may be pursued even when the local agency’s promise implicates governmental functions.

. The difference between a breach of contract claim and a tort claim has been explained by the Pennsylvania Superior Court as follows:

Although they derive from a common origin, distinct differences between civil actions for tort and contractual breach have been developed at common law. Tort actions lie for breaches of duties imposed by law as a matter of social policy, while contract actions lie only for breaches of duties imposed by mutual consensus agreements between particular individuals.

Hart v. Arnold, 884 A.2d 316, 339 (Pa.Super.2005).

. At a minimum, the Authority should have had to plead that it was negligent before the Matarazzos’ action can be found barred by governmental immunity.

. In promissory estoppel, the remedy is adjusted to suit each case. Corbin On Contracts, § 8.8 (1996). The remedy can include (1) money damages measured by the foreseeable injury resulting from non-performance; (2) restitution measured by the promisor’s unjust enrichment; (3) reliance damages to reimburse the expenses incurred by the promise; or (4) specific performance. Id. at 26. The remedy sought by the Matarazzos appears to be for money damages for the injury resulting from the Authority’s non-performance. The *698amount of these damages would be "limited as justice requires.” Lobolito, 562 Pa. at 390 n. 10, 755 A.2d at 1292 n. 10.