Key Takeaways

  • A promise is an enforceable declaration by a promisor to perform an act or provide a benefit.
  • The promisee is the person to whom the promise is made and who may have the legal right to enforce it.
  • The promisor is the individual or entity making the promise and is bound by law if valid consideration exists.
  • Consideration—the exchange of something of value—is usually required to make a promise legally binding.
  • Promises can be express (clearly stated) or implied (inferred from conduct).
  • Courts recognize circumstances where promises are unenforceable, such as illegality or impossibility.
  • The promisee may enforce the agreement unless consideration moves from another party, in which case enforcement rights shift.

PROMISE

An engagement by which the promisor contracts towards another to perform or do something to the advantage of the latter. When a promise is reduced to the form of a written agreement under seal, it is called a covenant. In order to be binding on the promisor, the promise must be made upon a sufficient consideration - when made without consideration, however, it may be binding in foro conscientice, it is not obligatory in law, being nudtim pactum.

When a promise is made, all that is said at the time, in relation to it, must be considered; if, therefore, a man promise to pay all he owes, accompanied by a denial that he owes anything, no action will lie to enforce such a promise. And when the promise is conditional, the condition must be performed before it becomes of binding force. Promises are express or implied.

Evidence - When a defendant has been arrested, he is frequently induced to make confessions in consequence of promises made to him, that if he will tell the truth, he will be either discharged or favored: in such a case evidence of the confession cannot be received, because being obtained by the flattery of hope, it comes in so questionable a shape, when it is to be considered evidence of guilt, that no credit ought to be given to it. This is the principle, but what amounts to a promise is not so easily defined.

Types of Promises in Law

Promises are generally divided into:

  • Express promises: Clearly stated either in writing or orally.
  • Implied promises: Not directly stated but inferred from behavior or circumstances.
  • Conditional promises: Obligations that arise only when a specified condition occurs.
  • Unilateral promises: One-sided commitments enforceable when the other party performs (e.g., rewards).
  • Bilateral promises: Mutual exchanges where both parties are bound from the outset (typical in most contracts).

Understanding these distinctions helps clarify when a promise becomes binding and how it creates enforceable rights for the promisee.

PROMISEE 

A person to whom a promise has been made. In general, a promisee can maintain an action on a promise made to him, but when the consideration moves not from the promisee, but some other person, the latter, and not the promisee, has a cause of action, because he is the person for whose use the contract was made.

Rights and Role of the Promisee

The promisee is the central figure in any contractual relationship because they are the recipient of the commitment. In most cases, the promisee has the right to seek enforcement if the promisor fails to perform. However, the enforceability depends on whether the promise was supported by valid consideration. For instance, if a promisor agrees to perform a service but receives nothing in exchange, the promise may be viewed as a nudum pactum—an empty promise without legal force.

Additionally, courts distinguish between situations where the consideration flows directly from the promisee versus a third party. If consideration comes from another person, that third party, not the promisee, may be the one entitled to enforce the agreement.

PROMISOR

One who makes a promise.The promisor is bound to fulfil his promise, unless when it is contrary to law, as a promise to steal or to commit an assault and battery; when the fulfilment is prevented by the act of God, as where one has agreed to teach another drawing and he loses his sight, so that he cannot teach it; when the promisee prevents the promisor from doing what he agreed to do; when the promisor has been discharged from his promise by the promisee, when the promise, has been made without a sufficient consideration; and, perhaps, in some other cases, the duties of the promisor are at an end.

Limitations on the Promisor’s Obligations

A promisor is not bound under all circumstances. Legal systems recognize several defenses and exceptions:

  • Illegality: No one can be forced to perform an unlawful promise (e.g., committing a crime).
  • Impossibility: If performance is objectively impossible due to an act of God or other uncontrollable events, obligations may be discharged.
  • Discharge by agreement: The promisee can release the promisor from their duty.
  • Lack of consideration: Without something of value exchanged, the promisor’s duty may not be enforceable in court.

Examples Involving Promisees

  • Contract for services: A homeowner hires a painter. The homeowner is the promisee, as they receive the promise of painting services.
  • Loan agreement: A bank lends money to a borrower. The bank is the promisee because it receives the borrower’s promise to repay.
  • Settlement negotiation: In litigation, one party agrees to drop claims if the other pays damages. The first party is the promisee of the payment promise.

These examples highlight that the promisee is always the intended beneficiary of the obligation, though legal enforceability will depend on whether the contract’s elements—offer, acceptance, and consideration—are satisfied.

Frequently Asked Questions

  1. What is a promisee in contract law?
    A promisee is the individual to whom a promise is made. They may enforce the promise if supported by valid consideration.
  2. Can a promisee sue if the consideration comes from someone else?
    Generally, no. If consideration moves from another party, that person may hold the right to enforce the promise instead of the promisee.
  3. What makes a promise legally enforceable?
    A promise is enforceable when it is supported by consideration, not illegal, and not impossible to perform.
  4. What is the difference between express and implied promises?
    Express promises are explicitly stated, while implied promises are inferred from conduct or circumstances.
  5. Can a promisor be discharged from obligations?
    Yes. Promisors may be discharged due to illegality, impossibility, mutual agreement, or lack of consideration.

If you need help with understanding Promise, Promisee, Promisor, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.