Does a Letter of Intent Sent by One Party to Another Serve As An Enforceable Contract ?
In Quake Construction, Inc. v. American Airlines, Inc., 141 Ill. 2d 281, 287, 565 N.E.2d 990, 152 Ill. Dec. 308 (1990), decided nine years prior to the Doyle decision, the issue before the court was whether a letter of intent sent by one of the parties to the other was an enforceable contract giving rise to a cause of action by the latter party, who allegedly had been aggrieved by a breach of that contract.
The court concluded that the letter of intent was ambiguous and that parol evidence was required to determine whether the parties intended the letter to serve as an enforceable contract. Quake Construction, Inc., 141 Ill. 2d at 309.
Having spent most of the opinion discussing the contract law principles that determined its decision (Quake Construction, Inc., 141 Ill. 2d at 287-309), the court then turned to the impact that its holding would have on each of the four counts in the plaintiff's complaint. Quake Construction, Inc., 141 Ill. 2d at 309.
The second count of the complaint alleged detrimental reliance, restated by the court as promissory estoppel. Quake Construction, Inc., 141 Ill. 2d at 309.
In a scant two pages of its otherwise voluminous opinion, the court set out the elements of a claim for promissory estoppel and affirmed the appellate court's reversal of the dismissal of the second count, pending the determination, on remand, of whether the parties intended the letter of intent to serve as an enforceable contract. Quake Construction, Inc., 141 Ill. 2d at 309-11.