ContractsProf Blog

Editor: Jeremy Telman
Oklahoma City University
School of Law

Tuesday, March 2, 2021

Promissory Estoppel and New Jersey's Uniform Securities Law

NJ Supreme CtLast month, the Supreme Court of New Jersey issued its opinion in Goldfarb v. Solimine, upholding the trial court's determination that plaintiff's promissory estoppel claim could proceed, but affirming the intermediate appellate court's remand for a determination of reliance damages.  The trial court had erroneously awarded expectation damages. 

Plaintiff Goldfarb alleged the defendant Solimine had reneged on a promise to employ Goldfarb to manage investments for Solimine's family.  Solimine contended that Goldfarb's promissory estoppel claim was barred under New Jersey's 1997 Uniform Securities Law. 

The Uniform Securities Law bars any claim on a contract made in violation of the Act.  Any alleged agreement between Goldfarb and Solimine would have violated the Act because the Act requires that investment advisory contracts be in writing.    As Goldfarb was not seeking recovery under a contract theory, but seeking recovery for reliance on a broken promise, his claim was not barred.   

[h/t OCU law student, Jasmine House]

Recent Cases | Permalink


There was a dissent too. I sort of identify with the dissent, even though it was just a single justice.

Posted by: hardreaders | Mar 2, 2021 6:03:43 AM

Good point.

I read the majority as simply respecting the jury's determination that the elements of promissory estoppel were met. Were it writing on a blank slate, it might have determined otherwise. I also suspect that recovery of reliance damages is not going to do very much for Mr. Goldfarb. Hard to imagine that his recovery would even cover the cost of litigation up to the Supreme Court of NJ and then back down for a re-trial on damages. Why undo a jury's work when the case is now headed to a quick settlement?

I'm not too worried about a bad precedent because I think it takes odd facts to make out a promissory estoppel claim in a similar context.

Posted by: Jeremy Telman | Mar 2, 2021 8:00:05 AM

Post a comment

If you do not complete your comment within 15 minutes, it will be lost. For longer comments, you may want to draft them in Word or another program and then copy them into this comment box.