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Boutilier promised to pay Dalhousie $5000 in a campaign run by the university to raise funds to "improve the efficiency of the teaching, to construct new buildings and to otherwise keep pace with the growing need of its constituency" with terms of payment "as per letter from Mr. Boutilier". No letter ever followed and Boutilier fell on hard economic times and could not pay. He acknowledged that he still intended to pay, and would do so when he could afford to. He died, and Dalhousie claimed against his estate for the money. Dalhousie was successful at trial which was overturned on appeal.


  1. Is a gratuitous subscription promise sufficient to find a binding contract?


Appeal dismissed with costs.


Crocket, writing for the court, held that Boutilier's promise was a gratuitous (or naked) promise given without consideration given in return by the promisee, Dalhousie.

Dalhousie pointed to the building that they had started work on as a source of consideration. Crocket held that even if Dalhousie had relied on Boutilier's promise in commencing construction, this could not transform Boutilier's promise into consideration. This was because this was not something that Boutilier had specifically requested expressly or by implication.

While the donation pledge/subscription agreement Boutilier signed implied the donation was for the betterment of the school's buildings and programs, this promise:

  1. lacked specificity (i.e, no request for a specific building that would benefit him, or a building named after him);
  2. did not seem to be of direct person interest to Boutilier;
  3. and also were not a detriment to Dalhousie, the promisee.

Crocket also finds that estoppel does not apply here because it can only apply when a representation has been made in fact (so, when the promisor has partially performed his promise).


  • No naked, voluntary promise may be converted into a binding legal contract by the subsequent action of the promisee alone without the consent, express or implied, of the promisor.
  • For estoppel to apply, the promisee must rely on actual actions of the promisor, not merely a statement that they will do something.