Written Contract Alternatives
Sometimes words and
conduct may be enough to constitute a contract. Learn how to counsel,
not console, your client when "it's not in writing."
by Mark Hinkston
any of us have had clients who call when they have not been
paid by a customer for work or materials. Some of these clients show up
at the initial conference with no documentation, not because they forgot
it or could not locate it, but because there was no written agreement
from the start.
While written agreements are the ideal, unfortunately some sole
proprietors and small business owners do not use them. Many have built
their success on a "my word is my bond" credo and a long chain of
"handshakes." Some attribute their aversion to written contracting to an
inherent trust in their customers, others believe that writing an
agreement overcomplicates the process, and some hope to get a lien on
the customer's property should problems arise.
If these clients stay in business long enough,
it is inevitable that they will get burned by more than one nonpaying
customer. When clients come to you hoping to collect, they do not want
you to grimace when they say, "It wasn't in writing." You won't have
to.
Wisconsin law affords plaintiffs a variety of remedies when they have
performed valuable services in contexts where there has been no written
agreement. This article focuses on 1) oral agreements, 2) quantum
meruit, 3) unjust enrichment, and 4) promissory estoppel.
Discerning critical distinctions between each of these remedies can
assist your client in recovering for valuable labor and materials,
despite the absence of a written agreement. (See Figure 1:
Choosing
the Appropriate Cause of Action PDF.)
Oral Agreements
Assume the following scenario: "Home" has a house on a large lot that
needs extensive lawn care and landscaping services. Your client,
"Grass," orally agrees with Home to provide such services over the
summer months. The parties agree on the specific items of work to be
accomplished and the compensation, but do not reduce the agreement to
writing. Imprudently, Grass gets no initial retainer. Home will be on a
lengthy overseas trip during this period but assures Grass that he will
be paid in full upon his return. Grass fully performs in a professional
manner. Home returns from overseas to see an impeccably manicured lot
and lawn. But Home greatly exceeded his vacation budget and the funds
previously earmarked to pay Grass are gone. Home rebuffs Grass's
repeated requests for payment. Grass contacts you to sue.
The first cause of action you should consider is breach of oral
contract. Wisconsin law recognizes oral agreements provided there is a
definite and certain promise with a meeting of the minds as to essential
terms.1 Grass and Home have a valid and
enforceable oral agreement if in fact there was assent as to all
material terms. However, do not be surprised if Home tries to extricate
himself by alleging that the agreement "wasn't in writing" or it was a
mere "agreement to agree."
"It Wasn't In Writing." While the Statute of
Frauds2 mandates that contracts in a wide
variety of contexts must be in writing, for the most part the statute
provides no defense in cases involving small projects, because contracts
that can be performed within one year need not be in writing.3 Because Grass's time for performance was over the
summer months (well under one year), Home's Statute of Frauds defense
will fail. Additionally, Grass's performance of the work also vitiates a
defense based on the Statute of Frauds because, under the doctrine of
"part performance," a court may enforce a contract that does not comply
with the statute if the party seeking the contract's enforcement has
rendered partial performance.4 (Here, Grass
has surpassed that threshold by rendering full performance).
Written Agreement Contingency: "Agreement to Agree."
A second defense that oral agreement defendants often consider is boiled
down as: "We didn't agree to be bound unless and until we both signed a
written agreement." In other words, the contention is that there was a
mere "agreement to agree" and the contractor should not be paid since he
imprudently performed work before an agreement was signed.5
To ascertain the success of this attempted defense, there are two
possibilities to consider. First, determine if during negotiations the
parties considered the details of the anticipated agreement, discussing
and settling them one by one, with the understanding that their
agreement was to be embodied in a formal written document and that
neither party was to be bound until the document was executed.6 For example, perhaps Grass and Home discussed the
proposed services but Home told Grass that it was contingent on Home's
review and written acceptance of a written proposal from Grass prior to
any work being commenced. If Home leaves on his trip having failed to
execute a written acceptance of the proposal, Grass commences the work
at his own risk and likely will lose on a claim for breach of oral
contract.
Second, determine if the parties had come to an oral agreement
binding in itself even though it was anticipated that a written
agreement embodying its terms afterwards would be signed.7 In other words, the parties may have had a
definite and certain proverbial "handshake" agreement and intended that
it was binding regardless of the written memorialization to follow. You
must sift and winnow the facts to ascertain which category applies to
your client's situation.
In summary, for those who have entered into a definite and specific
oral agreement to perform services within one year, where there has been
no intent to sign a predicate written agreement, recourse may be had
under Wisconsin law for breach of oral contract.
Quantum Meruit versus Unjust Enrichment
Sometimes orally contracting parties do not go far enough in their
discussions, neglecting to agree on all of the material terms. In cases
where an oral contract may fail for indefiniteness as to a material
term, such as compensation, or because it succumbs to one of the other
defenses discussed above, one should consider a remedy in the form of
either quantum meruit or unjust enrichment.
Distinct Remedies. Many lawyers mistakenly lump
quantum meruit and unjust enrichment together and use the terms
interchangeably.8 Yet the remedies are
separate and distinct.9 Quantum
meruit, Latin for "as much as he deserves," involves mutual assent.
The remedy is commonly known as "implied-in-fact contract." Under this
theory a plaintiff is allowed to recover the reasonable value of the
services.
With unjust enrichment, also called "quasi-contract" or
"implied-in-law contract," "there is no contract in fact but the parties
will be treated under the circumstances as if there had been a
contract."10 With unjust enrichment,
restitution is awarded based on the benefit received by the
defendant.
In short, quantum meruit (implied-in-fact contract) is based
on mutual assent, with damages based on the value of the services.
Unjust enrichment is based on justice and equity under circumstances
where there has been no mutual assent, with restitution based on the
benefit received by the defendant. (See Figure 2: Distinguishing
Claims and Remedies.)
Implied-in-Fact Contract (Quantum Meruit): The Prima
Facie Elements. To recover under this theory, a plaintiff must
show that: 1) the defendant requested services, 2) the services were
performed, and 3) the services were valuable.11 Unlike an express written or oral agreement,
proof is circumstantial (hence the name "implied-in-fact contract"). A
plaintiff must prove that the parties, "by their words, their conduct,
or course of dealing, came to a mutual agreement."12 Proof of the prima facie elements creates a
"rebuttable presumption that the parties mutually intended fair
payment."13 In the lawn care hypothetical
previously discussed, assume that Home requested the lawn services and
Grass performed, but no specific price was discussed. Grass still could
recover under an implied-in-fact contract theory and recover the
reasonable value of his services, provided he proffers sufficient proof
as to "reasonable value."
A lodestar case on implied-in-fact contracts is Wojahn v.
National Union Bank,14 in which the
Wisconsin Supreme Court recognized a plaintiff's recovery under that
theory for services provided in supervising one of the bank's debtors.
There was no written agreement and the plaintiff had not even submitted
a bill for his services nor demanded payment prior to commencement of
suit. The court recognized the general rule that "if a person performs
valuable services for another at that other's request, the law implies,
as matter of fact, the making of a promise by the latter and acceptance
thereof by the former to pay the one performing the service the
reasonable value thereof."15
Subsequent to Wojahn, Wisconsin appellate courts have
considered implied-in-fact contracts in a wide variety of contexts. Some
of the more fertile areas include claims for services rendered by close
relatives or coinhabitants,16 services
performed by experts at the behest of an attorney on behalf of a client
in and out of a litigation context,17 and
services by consultants,18
architects,19 and contractors or
subcontractors.20
Supporting Proof as to "Reasonable Value."
Obviously, a court will not randomly attribute a value to whatever
services a plaintiff performed or blindly accept a plaintiff's
generalization or estimate as to the value of services. A plaintiff
should not rely on "guesswork"21 or cobble
together a post hoc estimate based on noncontemporaneous notes or mere
recollection.22 One should be prepared to
present specific evidence, whether invoices or other documentation,
reflecting the rate and amount of time spent on the project. Depending
on the nature of the claim and services, it also may be necessary to
proffer evidence as to the customary rate for such services in the
community.23 If a plaintiff in a
quantum meruit action merely generalizes the amount of time
spent on a project, he or she will lose. (For example, it is not
advisable for Grass to testify when asked how much time he spent on the
project, "I think somewhere between 20 and 100 hours").24
Unjust Enrichment: The Prima Facie Elements. "Mutual
assent," the foundation of an implied-in-fact contract (quantum
meruit) claim, is absent from a viable claim for unjust enrichment.
Unjust enrichment does not apply where the parties have entered into an
express contract.25 (Hence, it is somewhat
of an illusion to refer to unjust enrichment as "quasi-contractual" in
nature or label it a claim for "implied-in-law contract").
To succeed on a claim for unjust enrichment, a plaintiff must show
that: 1) he or she conferred a benefit, 2) the defendant had knowledge
or appreciation of the benefit, and 3) it would be inequitable for the
defendant to retain the benefit without paying plaintiff its
value.26 Merely because a plaintiff has
expended time and resources on a project does not automatically entitle
the party to recovery under unjust enrichment.27 Because the focus in an unjust enrichment case
is on the benefit received from the plaintiff, a claim is not stated
where no benefit has been conferred28 or
where the services are a gift.29
Reverting to our hypothetical, suppose Home left for his extended
vacation without having spoken with anyone about caring for his lawn
during his absence. Imagine Home's surprise months later when he
discovers that some kind soul mowed his lawn while he was away. Yet
imagine his shock when he discovers that the same person (Grass),
without notice to Home, chopped down several majestic trees on Home's
property. Imagine Home's further shock when Grass later arrives to
introduce himself and presents Home with a hefty invoice for lawn care
and tree-cutting services, services which Home did not request or
expect. Grass realizes his mistake (he got the wrong address), but has
the audacity to insist that Home was benefited by his "valuable"
services. Home disagrees. Grass later sues on a claim for unjust
enrichment.
As ridiculous as this scenario may be, there are many cases where
contractors have performed work only to find out later that they
performed the services for the wrong person or on the wrong property. In
cases where the "inadvertent beneficiary" of the services indeed
received a benefit, the contractor may rely on restitution via unjust
enrichment as a way to get paid (assuming the court determines that the
"equities" warrant such a result). In other words, a contractor may be
compensated for a "good deed," albeit the result of mistake or
imprudence, assuming that his or her acts have benefited the property
owner. While Grass may have an argument that his lawn care services were
valuable to Home, he cannot say the same about his felling of Home's
personal forest. As such, the absence of benefit sounds the death knell
for an unjust enrichment claim by Grass for the tree-cutting
services.
Case Law Insight on Unjust
Enrichment. A classic example of a hasty contractor's futile
attempt to rely on unjust enrichment is set forth in Dunnebacke
Company v. Pittman.30 Dunnebacke
initiated the action to foreclose on a subcontractor's lien against
Pittman, a contractor, and the Gilligans, Chicago residents who owned
the subject Kenosha County property abutting Lake Michigan. The
Gilligans and Pittman had various discussions regarding the possibility
of building a structure to prevent further erosion to the property.
Although the Gilligans never gave Pittman the go-ahead to commence the
work, when they traveled to the property one day they discovered that
Pittman had constructed a seven-foot high, three-feet thick wall
spanning 50 feet across the property's beach. The Gilligans, concerned
that Pittman had built a "monstrosity", wanted it removed. The Gilligans
cross-claimed against Pittman for damage to the property and removal
costs.
At trial, although the court chided Pittman for proceeding with the
work "without having something more, something to show for it," it
granted judgment for Pittman based on unjust enrichment. The Wisconsin
Supreme Court reversed, noting that the structure was built during the
Gilligans' absence and, upon discovery of it, they did not wish to
retain it and asked for its removal. The court noted that it would have
been a different result if the Gilligans had been present during
construction and made no protest or even if, upon discovery of the
structure, they had retained it without protest.
As with quantum meruit, unjust enrichment has been applied
in a variety of contexts. A recent unpublished decision of the Wisconsin
Court of Appeals, Wilson v.
Ogilvie,31 demonstrates its
application in a unique, but unfortunate, situation of a love story gone
sour. Wilson allowed her fiancé, Ogilvie, to build a garage (to
store tools for his ceramic tile business) on two of her 22 acres.
Wilson deeded the property to Ogilvie for no compensation and assisted
Ogilvie in constructing the structure. Ogilvie's initially humble
thoughts of a mere garage were morphed into more ambitious plans of a
shop with an attached residence (ultimately valued at $130,000). After
completion, Ogilvie moved into the new residence by himself, the wedding
bells were quelled, and the couple broke off their engagement. If there
was any question as to whether the relationship could be resurrected,
that was answered (in the negative) when Wilson sued Ogilvie for unjust
enrichment.
The court of appeals affirmed the trial court's finding that Ogilvie
was unjustly enriched in the amount of $14,500, the appraised value of
the two acres when vacant. The appeals court noted the trial court's
observance that there was no dispute that a benefit was conferred on
defendant and that the defendant knew of, and appreciated, the benefit.
The court also referenced the trial court's observance "that the only
consequence to Wilson at this point is that she now has a hostile
neighbor. Her property was not enhanced by his building." The court
rejected Ogilvie's argument that Wilson made a "gift that she now
regrets," pointing out that the evidence at trial supported a conclusion
that Wilson did not intend to make a gift of the property and that she
never relinquished her dominion over the property, a necessary act to
support a gift. The fact that Wilson deeded the property to Ogilvie was
inconsequential to the court, noting the trial court's reliance on
Wilson's testimony that she conveyed the property merely to aid
financing of the project.
Unjust Enrichment Restitution: Focus on Benefit.
With implied-in-fact contract, the damages focus is on the plaintiff and
the reasonable value of the services rendered. With unjust enrichment,
the damages focus is on the defendant and the amount of benefit
received. Rendered versus received is the
distinction.
A recent decision highlighting the measure of damages for unjust
enrichment is W.H. Fuller
Company v. Seater.32 Fuller sought
to recover for grading and filling work done on Seater's property at the
request of Seater's lessees. The trial court ruled that although there
was no written or implied-in-fact contract between Seater and Fuller,
there was a contract implied in law. It awarded damages in the amount of
the value of Fuller's services, based on its itemized invoices. The
court of appeals reversed, noting that the trial court improperly used
the implied-in-fact contract measure. The appeals court noted that the
proper measure of damages for a contract implied in law is "the value of
the benefit [received] under the theory of unjust enrichment." This
value "may include services rendered for the defendant, goods or
merchandise received by the defendant, or improvements made to the
defendant's real estate." It does not include plaintiff's lost profit.
The court remanded and instructed the trial court to ascertain which of
Fuller's services benefited Seater and the value of the services.
Supporting Proof as to Benefit Conferred. As with
damages for implied-in-fact contracts, the unjust enrichment plaintiff
should attempt to prove damages (that is, benefit to defendant) with
reasonable, albeit not necessarily mathematical, certainty. An even more
important caveat is that an unpaid service provider who contemplates an
unjust enrichment claim should not let zealousness for payment cloud
judgment and make it indifferent to what really transpired on a
project.
Remember, the sine qua non of unjust enrichment is a benefit to the
defendant. The foregoing cases reflect that if a contractor proceeds
with work when an agreement is not in place, it does so at its own risk.
The risk can be more than loss of pay for services. If it is
unsuccessful on its unjust enrichment claim and it turns out that the
work actually harmed the property (was a detriment rather than a
benefit), the contractor risks owing money to the disgruntled property
owner.33
Promissory Estoppel
A fourth remedy that may be considered in the absence of a written
agreement is promissory estoppel.
In Hoffman v. Red Owl Stores Inc.,34 the Wisconsin Supreme Court recognized the cause
of action for promissory estoppel, calling it "[a]n attempt by the
courts to keep remedies abreast of increased moral consciousness of
honesty and fair representations in all business dealings" and noting
that it "supplies a needed tool which courts may employ in a proper case
to prevent injustice."35
The court stated that to make a claim under this cause of action, one
must show: 1) a promise which the promisor should reasonably expect to
induce action or forbearance of a definite and substantial character on
the part of the promisee, 2) the promise induced such action or
forbearance, and 3) injustice can be avoided only by enforcing the
promise.36
In Hoffman, the court upheld the trial court's finding of
promissory estoppel where the plaintiffs relied on Red Owl's promise to
provide them with a franchise grocery store. In response to defendant's
argument that "agreement was never reached on essential factors
necessary to establish a contract between Hoffman and Red Owl," the
court noted that the promise necessary to sustain a cause of action for
promissory estoppel need not embrace all essential details of the
transaction otherwise necessary to support a breach of contract action.
An action for promissory estoppel is not equivalent to a breach of
contract action.37
Because it does not involve a contract, the Statute of Frauds is not
a defense. Additionally, because damages for promissory estoppel are
based on one's change of position or "reliance," lost profits are not
recoverable.
Subsequent to Hoffman v. Red Owl, only a few reported
decisions have dealt with a plaintiff's successful recovery under this
cause of action. For example, in Cosgrove v.
Bartolotta, 38 the Seventh Circuit
Court of Appeals upheld a jury's finding of promissory estoppel where a
restaurant owner made a promise to make his attorney/business advisor
part owner in a restaurant venture. In describing the type of "promise"
necessary to sustain this cause of action, the court stated that while a
"promise that is vague and hedged about with conditions may nevertheless
have a sufficient expected value to induce a reasonable person to invest
time and effort in trying to maximize the likelihood that the promise
will be carried out," if one relies and acts "knowing that he is
investing for a chance, rather than relying on a firm promise that a
reasonable person would expect to be carried out, he cannot plead
promissory estoppel."39
In another recent Seventh Circuit Court of Appeals case, All-Tech
Telecom Inc. v. Amway Corporation,40 plaintiff sued for misrepresentation and
promissory estoppel arising out of Amway's attempts to have All-Tech
sell calling card telephones. The court held that All-Tech did not state
a claim for promissory estoppel because the parties had a contract
covering the various aspects of the business relationship. The court
noted that promissory estoppel is a gap-filling remedy not available
where there is an express contract between the parties and is not
designed to give a party a second bite at the apple in the event it
fails to prove a breach of contract.41
It is certainly difficult to describe a typical case of promissory
estoppel. Its application often is problematic because the court must
decide whether certain equitable factors weigh in favor of its
application. This potentially explains its rare appearance in case law.
While the claims of most service providers who have not contracted in
writing are more likely to fall within the purview of implied-in-fact
contract or unjust enrichment, promissory estoppel still should be
considered when promises made to your client do not quite reach contract
status.
Conclusion
Almost 50 years ago the Wisconsin Supreme Court stated in an
implied-in-fact contract case:
"We cannot refrain from calling attention to the fact that a nominal
sum spent for the drafting of an appropriate contract would have avoided
this litigation. In the discussion necessary for the preparation of such
a contract there would of necessity have been a meeting of the minds of
the parties on the details before it could have been reduced to writing.
The parties might have failed to agree on the details and there would
have been no transaction between them, or the contract would have been
one easily interpreted by the courts if necessary."42
Mark R.
Hinkston, Creighton 1988 cum laude, practices business
litigation with DeMark, Kolbe & Brodek, Racine. He is admitted to
practice in Wisconsin, Missouri, Kansas, and Colorado.
The causes of action discussed in this article often are remedies for
bad planning and premature performance where there has been a failure to
communicate. Yet your knowledge of the different remedies available to
unpaid clients can soothe your clients' concerns when they neglected or
refused to put an agreement in writing and instead relied upon
potentially more tenuous indicia of an agreement, such as oral
"negotiations" or a handshake.
Endnotes
1 Witt v. Realist Inc., 18
Wis. 2d 282, 297, 118 N.W.2d 85, 93 (1962).
2 Wis. Stat. §
241.02.
3 Wis. Stat. §
241.02 (a).
4 See Stan's Lumber Inc. v. Fleming,
196 Wis.2d 554, 570, 538 N.W.2d 849, 855 (Ct. App. 1995)(citing
Toulon v. Nagle, 67 Wis. 2d 233, 248-49, 226 N.W.2d 480, 488-89
(1975)).
5 See Witt, supra
note 1, at 298, 118 N.W.2d at 94.
6 See Gruen Indus. v.
Biller, 608 F.2d 274 (7th Cir. 1979). See also Johann v.
Milwaukee Elec. Tool Corp., 270 Wis. 573, 589, 72 N.W.2d 401, 410
(1955).
7 See Johann,
supra note 6, at 589, 72 N.W.2d at 410. See also Leggett
& Co. v. West Salem Canning Co., 155 Wis. 462, 469, 144 N.W.
969, 972 (1914).
8 See, e.g., CleanSoils Wisconsin Inc. v.
Wisconsin Dept. of Transp., 229 Wis. 2d 600 n.8, 599 N.W.2d 903
n.8 (Ct. App. 1999).
9 In Ramsey v. Ellis, 168
Wis. 2d 779, 785, 484 N.W.2d 331, 333-34 (1992), Chief Justice Heffernan
succinctly distinguished the two causes of action.
10 Arjay Invest. Co. v.
Kohlmetz, 9 Wis. 2d 535, 539, 101 N.W.2d 700, 702 (1960).
11 Theuerkauf v. Sutton,
102 Wis. 2d 176, 185, 306 N.W.2d 651, 658 (1981).
12 Id.
13 Id.
14 144 Wis. 646, 129 N.W. 1068
(1911).
15 Id. at 667, 129 N.W.
at 1077.
16 See, e.g., In re Estate of
Steffes, 95 Wis. 2d 490, 290 N.W.2d 697 (1980); Ward v. Jahnke, 220 Wis. 2d
539, 583 N.W.2d 656 (Ct. App. 1998).
17 See, e.g.,
Theuerkauf, supra note 11; Wisconsin Title Serv. v.
Kirkland & Ellis, 168 Wis. 2d 218, 483 N.W.2d 275 (Ct. App.
1992).
18 See, e.g., Ramsey,
supra note 9.
19 See Harper, Drake &
Assoc. v. Jewett & Sherman Co., 49 Wis. 2d 330, 182 N.W.2d 551
(1971).
20 See, e.g., Puttkammer v.
Minth, 83 Wis. 2d 686, 266 N.W.2d 361 (1978); S & M
Rotogravure Serv. Inc. v. Baer, 77 Wis. 2d 454, 252 N.W.2d 913
(1977).
21 See Gename v. Benson,
36 Wis. 2d 370, 376, 153 N.W.2d 571, 574 (1967).
22 See Harper, supra
note 19, at 343, 182 N.W.2d at 555 (noting that the plaintiff "worked
these hours in July through September of 1966. It was not until August
of 1967, a year later, that he wrote them down.").
23 See Mead v. Ringling,
266 Wis. 523, 529, 64 N.W.2d 222, 225 (1953).
24 See, e.g., Rowe v.
Attorneys' Liability Assurance Soc'y, Dist. I Ct. App., No. 97-2953
(May 18, 1999)(unpublished decision) (affirming trial court's denial of
implied-in-fact contract claim where attorney "estimated that he devoted
between twenty and five hundred hours to the case"). The reader is
reminded that unpublished opinions are of no precedential value and may
not be cited as precedent or authority. Wis. Stat. §
809.23(3).
25 Greenlee v. Rainbow Auction/Realty
Co., 202 Wis. 2d 653, 671, 553 N.W.2d 257, 265 (Ct. App.
1996).
26 Watts v. Watts, 137
Wis. 2d 506, 405 N.W.2d 303 (1987).
27 See Halverson v. River Falls Youth
Hockey Ass'n, 226 Wis. 2d 105, 115-16, 593 N.W.2d 895, 900
(1999) (citing Management Computer
Servs. v. Hawkins, Ash, Baptie & Co., 206 Wis.2d 158,
188-89, 557 N.W.2d 67, 80 (1996)(stating "[a] plaintiff's expenditure
alone does not, however, support an unjust enrichment claim")).
28 See Halverson, supra
note 7, at 118, 593 N.W.2d at 900.
29 Brown v. Thomas, 127
Wis. 2d 318, 326-27, 379 N.W.2d 868, 872 (Ct. App. 1985).
30 216 Wis. 305, 257 N.W. 30
(1934).
31 Dist. III Ct. App., No.
98-2976 (May 25, 1999)(unpublished decision). See Wis. Stat.
§ 809.23(3).
32 226 Wis. 2d 381, 595 N.W.2d 96
(Ct. App. 1999).
33 See, e.g., Dunnebacke,
supra note 30, at 312-13, 257 N.W.2d at 33; Fuller, supra
note 32, at 388 n.3, 595 N.W.2d at 100 n.3.
34 26 Wis. 2d 683, 133 N.W.2d 267
(1965).
35 Id. at 695-96, 133
N.W.2d at 273.
36 Id. at 698, 133
N.W.2d at 275.
37 Id. at 697-98, 133
N.W.2d at 275.
38 150 F.3d 729 (7th Cir.
1998).
39 Id. at 733.
40 174 F.3d 862 (7th Cir.
1999).
41 Id. at 869. But
see Kramer v. Alpine Valley Resort, 108 Wis. 2d 417, 425, 321
N.W.2d 293, 297 (1982)(stating that while existence of a contract will
bar a promissory estoppel claim, "this is subject to an exception where
the contract fails to address the essential elements of the parties'
total business relationship").
42 Mead, supra
note 23, at 529a, 64 N.W.2d at 226.
Wisconsin
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