Tavitas, J.
Case Summary
For several years, three Indiana Farms—Gary Hamstra Farms, Inc. (“Hamstra”), Woolever Farms, Inc. (“Woolever”), and Klemp Farms, Inc. (“Klemp”) (collectively “the Farmers”)—grew seed corn for AgReliant Genetics, LLC (“AgReliant”). In 2018, AgReliant informed the Farmers that AgReliant did not plan to grow seed corn that year, even though AgReliant’s agent had already spoken with the Farmers about setting aside acreage to grow seed corn that year. The Farmers brought an action for breach of contract and promissory estoppel against AgReliant. Following a bench trial, the trial court entered judgment in favor of the Farmers on a theory of promissory estoppel.
AgReliant appeals and claims that: (1) the trial court clearly erred in granting judgment on a claim of promissory estoppel; and (2) the trial court clearly erred by awarding damages based on the benefit of the bargain instead of the expenses the Farmers actually incurred relying on AgReliant’s statements. We conclude that the trial court did not clearly err in determining that the Farmers could recover under promissory estoppel, but we agree with AgReliant that the trial court improperly awarded damages based on the benefit of the bargain instead of reliance damages. Accordingly, we affirm in part, reverse in part, and remand.
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AgReliant disputes the trial court’s conclusion that the Farmers could recover under a theory of promissory estoppel….
AgReliant contends that there was no evidence to support the trial court’s determination that its agent made any promises to the Farmers or that AgReliant expected the Farmers would rely on any promise that was made. We address these contentions in turn.
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As in past years, Jones approached the Farmers during the 2017 harvest and requested that the Farmers set aside acreage to grow AgReliant seed corn. Jones even requested the use of specific fields and acreage and gave the farmers maps listing the farms and fields AgReliant wanted to use. After his initial requests, Jones even contacted Klemp and Woolever and asked them if they would reserve additional acreage to grow seed corn. This was the same procedure AgReliant had used for years and even decades to secure acreage from the Farmers to grow seed corn. Considering only the evidence favorable to the trial court’s judgment, and the reasonable inferences that can be drawn therefrom, we cannot say that the trial court clearly erred in determining that AgReliant effectively or impliedly promised the Farmers that AgReliant would grow seed corn on the acreage and fields in 2018.
AgReliant next claims that there was no evidence to support a finding that AgReliant expected that the Farmers would rely on any promise its agent made because, in years prior, the parties always eventually executed a written contract regarding the seed corn. AgReliant argues that it had to subjectively expect the Farmers to rely on its statements…the question is not whether AgReliant, or its agents, subjectively expected the Farmers to rely on its statements; instead, the question is whether AgReliant should have “reasonably expect[ed] to induce action or forbearance” on the part of the Farmers,” and did, in fact, “induce such action or forbearance[.]” Id.
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AgReliant argues that the trial court could not rely on the prior course of dealing between the parties to determine whether the Farmers established the requirements of promissory estoppel. AgReliant contends that the course of dealing between the parties is only relevant in contractual disputes. We disagree.
As noted above, “[p]romissory estoppel is based on the underlying principle that ‘one who by deed or conduct has induced another to act in a particular manner will not be permitted to adopt an inconsistent position, attitude, or course of conduct that causes injury to such other.’” SWL, L.L.C., 131 N.E.3d at 754 (quoting Brown, 758 N.E.2d at 52). Although we have found no Indiana court that has explicitly stated that the prior course of dealing may be considered, other jurisdictions have reached this conclusion…. Both language and conduct are to be understood in the light of the circumstances, including course of performance, course of dealing, or usage of trade.”) (emphasis added) (citation omitted). Accordingly, we cannot fault the trial court for looking to the prior course of dealing between the parties in determining whether the Farmers had established the elements of promissory estoppel.
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We find ample evidence supporting the trial court’s finding that this reliance was reasonable. The question of what is reasonable is generally one for the trier of fact. Yates v. Kemp, 979 N.E.2d 678, 683 (Ind. Ct. App. 2012) (citing Lesh v. Chandler, 944 N.E.2d 942, 951 (Ind. Ct. App. 2011)), trans. denied. As detailed above, for years AgReliant had approached the Farmers during the harvest season to ask them to grow seed corn, the Farmers would agree, and AgReliant would use the Farmers to grow its seed corn. We cannot say that the trial court’s factual determination that the Farmers reasonably relied on AgReliant’s statements and conduct was clearly erroneous. [Footnote omitted.]
For all of these reasons, the trial did not clearly err in finding that the Farmers established the elements of promissory estoppel.
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Conclusion
The trial court did not clearly err in finding that the Farmers established the elements of promissory estoppel. The trial court did, however, improperly award benefit-of-the-bargain damages instead of reliance damages. We therefore affirm the trial court’s judgment regarding promissory estoppel, reverse the trial court’s damages award, and remand with instructions that the trial court determine the Farmers’ reliance damages in the manner that the trial court deems appropriate.
Affirmed in part, reversed in part, and remanded.
Crone, J., and Weissmann, J., concur.