Promissory Estoppel and New Jersey’s Uniform Securities Law

Last 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]