Also known as: changed position · changes of position · change of position defense · estoppel by change of position
Written by attorneys · grounded in primary & secondary sources — see below
A material alteration of a party's circumstances made in reasonable reliance on another's promise or representation. The alteration may render an otherwise unenforceable promise binding when justice so requires. It may also preclude restitution or retraction of a waiver when reinstatement would produce inequity.
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MetroCorp promised Harvest Table Catering a higher per-meal rate and one-year extension if the caterer bought new ovens. Harvest Table purchased specialized equipment and terminated its school-district contract. When MetroCorp later insisted on the original price, the court enforced the modification because of the caterer's material change of position.
Blackacre's owner orally granted Whiteacre's owner an access easement across Blackacre. Whiteacre's owner paved a road and built a loading dock in reliance on the grant. When Blackacre's owner later denied the easement for lack of a writing, the court gave effect to the servitude because of the beneficiary's change of position.
Imperial Buildings obtained a building permit under existing zoning and spent $800,000 installing plumbing and framing for new units. The city then rezoned the land and revoked the permit. The court recognized a vested right because the owner's substantial expenditures constituted a change of position that equity would not disturb.
Two parties orally agreed to modify an earlier written contract. The second agreement lacked a writing required by the Statute of Frauds. Because neither party had materially changed position in reliance on the oral modification, the court left the original contract unmodified.
Point Rights and Apex orally agreed to change printed manuals to digital delivery and to add regulatory work for extra pay. Point Rights hired new associates and declined other matters while Apex restructured its compliance team. The court enforced the oral agreement because reinstatement of the original terms would be unjust given the parties' material changes of position.
Red Owl promised Hoffman a franchise if he sold his bakery and moved to a new town. Hoffman sold the bakery, purchased land, and incurred moving expenses. When Red Owl withdrew the offer, the court held Hoffman entitled to damages measured by his change of position in reliance on the promise.
A modification of an executory contract becomes binding to the extent justice requires enforcement when one party has materially changed position in reliance on the promise. The reliance must be substantial and reasonably foreseeable. Courts measure enforcement by the extent of the change rather than by traditional consideration rules.
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…necessarily mean Damages for breach. Moreover the amount allowed as Damages may be determined by the plaintiff’s expenditures or change of position in reliance as well as by the value to him of the promised performance. Restitution is also an ‘enforcing’ remedy, although it is often said to be based upon some kind of a rescission. In…
…December 27, 1947, the date when the resolution was adopted, until the date of her retirement on June 30, 1949. And, second, her change of position
Yes. When parties agree to modify an enforceable contract and one side materially changes position in reliance on the subsequent agreement, the Statute of Frauds does not bar enforcement if reinstatement of the original terms would be unjust. The reliance must be shown by concrete actions such as hiring staff or incurring capital expenditures.
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An innocent recipient of a benefit who reasonably changes position in reliance on that benefit may reduce or eliminate liability for restitution. The defendant bears the burden of proving the change would make restitution inequitable. Conscious wrongdoers cannot invoke the defense.
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A landowner acquires a vested right to complete development when good-faith reliance on a permit or zoning produces substantial expenditures or other material changes of position. Depriving the right would then be inequitable. Jurisdictions differ on whether a valid permit plus substantial construction or a balancing test is required.
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