UNILATERAL CONTRACTS: REVOCABILITY AND FORMATION Ratul Das* * Student, LL.M Semester IV, The West Bengal National University of Juridical Sciences. I. Introduction Much has been said about the differences between unilateral and bilateral contracts. The outlook of the traditional contract theory has been responsible for this dichotomy, where we know the very concept of agreement stands on offer and acceptance, supplemented by the doctrine of consideration. Applying the traditional formula, a unilateral contract happens when one party makes an offer for a promise to do or forbear to do something, which admits of acceptance by performance of some act or forbearance by another party as required by the offeror. Such performance gives rise to a promise on part of the former and simultaneously acts as the consideration for such promise, thereby fulfilling the classical requirements of an enforceable agreement. Thus in a unilateral contract, only one of the parties is understood to bind himself by virtue of his promise, in contrast to bilateral contracts, where there are mutual promises between the parties. Applying this principle, one can say that a bilateral contract is formed as soon as “the offer of a promise...is accepted by the giving of a promise”. Jack Beatson, Andrew Burrows, et. al., Anson's Law of Contract 30 (Oxford University Press, 2010). On the same lines, classical contract theorists have maintained that a unilateral contract is not formed before the offeree has performed the act required from him, which serves as the acceptance of the offer, and thereby the consideration for the promise that results. This view of the nature and mechanics of unilateral contracts have however been plagued with certain practical problems. Perhaps the most important one has been that of the revocability of offer in contemplation of a unilateral contract, especially where the performance required is time and resource consuming. The classical treatment of the problem has found no better statement than in the Brooklyn Bridge illustration given by Wormser, I. Maurice Wormser, "The True Conception of Unilateral Contracts" 26 YALE LJ 136 (1914). according to which there is no way the offeror can be prevented from revoking his offer before the offeree completes the performance, as an offer is open for revocation before the acceptance is complete. However, this view often resulted in the resignation of the offeror to an inequitable fate who has embarked upon performance or has taken steps with an intent of performing, which causes some change in his position or circumstamces in a detrimental way, so that once the offeror goes back on his position, the offeree is left without any remedy. Legislators, judges, policy makers and scholars have been ill-at-ease with such a construction. Different legal systems – statutes as well as judicial decisions – and theorists have attempted to, thus, interpret the status of the parties in a unilateral contract formation whereby the offeror is precluded from revoking the offer after the offeree has entered upon performance, Principles of European Contract Law, 2002, available at: http://www.jus.uio.no/lm/eu.contract.principles.parts.1.to.3.2002 (Visited on November 18, 2012) Article 2:202(3); Restatement (Second) of Contracts, 1962; United Nations Convention on Contracts for the International Sale of Goods, 1980, available at: www.uncitral.org/pdf/english/texts/sales/cisg/CISG.pdf (Visited on November 18, 2012). but the rationales have not always been clear and consistent. Some of the reasons forwarded have suggested that the offer becomes irrevocable because of an implied contract not to revoke it on commencement of performance; others have maintained that the commencement of performance is itself purported as the acceptance of the offer, and as the point of formation of a contract. Principles of European Contract Law, Article 2:205(3). In the following sections, the author seeks to deal with these various approaches and attempt to determine what the most logical rationale might be. In doing so, the following questions will be dwelt upon: Firstly, what is the reason behind the claim that unilateral offers once made cannot be revoked? And secondly, can it be prudently said that a unilateral contract is formed at the same time when the offer in contemplation of it becomes irrevocable? II. Irrevocable, but why? (i) By way of legal fiction a. By way of classification This method has been a practical recourse for resolving the issue. It betrays a sense that the position of the offeree must be protected at any cost. For example, § 45 of the American Law Institute's Restatement (Second) of Contracts, a unilateral contract is classified as an option contract, Restatement (Second) of Contracts, § 25. whereby the offeror is prevented from revoking “when the offeree tenders or begins the invited performance or tenders a beginning of it”. In effect, the contract is said to be formed only when the performance is complete, but because it is an option contract, the offeror has limited powers of revocation. b. Implied promise theory According to this theory, championed by McGovney, D.O. McGovney, “Irrevocable Offers” 27(7) HLR 644 (1914). when there is an offer contemplating a unilateral contract, there is attached with it a collateral offer to keep the principal offer open, that is, precluding the offeror from revoking it, if the offeree commences performance. So, there are in effect two contracts contemplated, a principal contract which is formed only when the performance is completed by the offeree. Should the second offer be revoked after the offeree commences performance, it results in a breach of the collateral contact to keep the principal offer open. D.O. McGovney, “Irrevocable Offers” 27(7) HLR 659 (1914). McGovney thus keeps the questions of formation of unilateral contract and revocability separate, basing the rationale of irrevocability on an implied collateral contract unless otherwise expressed. McGovney mentions the English decision in Warlow v. Harrison 120 ER 925. as a supporting illustration. D.O. McGovney, “Irrevocable Offers” 27(7) HLR 662 (1914). In that case, in an auction without reserve, it was offered that a brown mare would be sold to the highest bidder. But during the auction, the auctioneer refused to bring down the hammer on the highest bid. The majority of the Court of Exchequer Member held that there was no concluded sale, however, the auctioneer was liable of breach of a contract that the auction sale would be without reserve. Now, for the purpose of McGovney's reasoning, the offer in question which the auctioneer went back on was an offer in contemplation of a unilateral contract for sale, and not a contract of sale. The auctioneer, after the highest bid was made, was bound only accept the bidder's offer in contemplation of a contract of sale. So, there was no question of implying a contract to keep the offer of sale open, which was in fact made by the bidder. Sale of Goods Act , 1979 (1979 c. 54), § 57(2). The implied promise theory might indeed seem logical in case of general offers for rewards. When we look at advertisements such as a beverage manufacturer offering certain reward on collection of a particular number of containers, which are usually accompanied by a rider like “offer till stocks last”. However, implying a collateral contract does not really provide for the possibility if before the formation of this collateral contract, i.e., before the offeree enters upon performance, the offeror revokes the offer to keep the principal offer open. McGovney writes, “...[I]t may be that in exceptional cases the offeree may ignore the repudiation, complete the performance and hold the offerer to the resulting contract”. D.O. McGovney, “Irrevocable Offers” 27(7) HLR 659 (1914). This proposition is absurd on two counts. Firstly, if it were so, no reasonable person would consider an offer as fickle as this as standing and commence performance knowing that the offer can be revoked at any time, rendering his efforts futile. Secondly, this position is hard to account for in situations where the person in the position of the offeree undergoes considerable exhaustion of time, strength and resources even before he can properly be said to have entered upon performance. Bretz v. Union Central Life Insurance Co., 16 NE 2d 272. c. Implied bilateral contract This interesting theory was put forward by Llewellyn. Karl Llewellyn, “On Our Case-Law of Contract: Offer and Acceptance, I” 48(1) YALE LJ 1 (1938); Karl Llewellyn, “On Our Case-Law of Contract: Offer and Acceptance, II” 48(5) YALE LJ 779 (1939). He was of the opinion that the concept of unilateral contract was much ado about nothing, because barring a few marginal instances, like the offer of a speculative prize, or offer for broker's commission, which he called the classical or true unilateral case, on most occasions the offer is an open-ended one, which could be accepted either by communicating a return promise, or by entering upon performance, and the offeror would be precluded from revocation. On either case, an agreement could be said to be complete. According to this theory, it is not imperative to determine whether acceptance of an offer is by way of a return promise, because for all practical purposes, what really both parties are interested to know is if they have a bargain or not. This line of analysis seems to have marked influence on the drafters of the Restatement of Contracts. Restatement (Second) of Contracts, §§ 32, 62. Compare with Restatement (Second) of Contracts, § 12 and Restatement of Contracts, 1933, § 12. This position, however, mistakenly, presupposes bilateral obligations arise once the offer can be said to have been accepted. Restatement (Second) of Contracts, § 62. As Mark Petit, Jr. observes, in the evolved commercial relations, the unilateral concept cannot be said to be as limited in scope as Llewellyn would have wished to believe, and American courts have been reluctant to impute an obligation to the supposed promisee in cases dealing with unilateral bonus promises involving employers and employees, for example. Mark Petit, Jr., “Modern Unilateral Contracts” 63(3) BU L REV 551, 566 (1983). Thus, the application of § 45 of the Restatement (Second) of Contractst, which was intended to deal with the so-called “true” unilateral contracts has not been limited to “speculative prize” situations only. In such cases, the judge does not ask whether the offer could have been accepted by a return promise. Rather, the focus lies on the query if the offeror wanted a promise in return for his promise. The significance lies in the fact that for a bilateral obligation to exist, it is imperative that either party is looking to rely on the other's promise. If we have an extended look at the employment benefit agreements, we will see that the employee may rely on the employer's promise and undertake the performance which shall entitle him to the promised benefit. But in no way can the employee be said to have undertaken any obligation to complete his performance, because no reasonable man in the position of the employee can be expected to understand that the employer is relying on his resolve to conclude his performance. (ii) Reliance theory The positions discussed above though differing in their rationales for justifying the irrevocability of offer in contemplation of a unilateral contract have one aspect in common: according to these theories, a contract can be said to have been formed only when some kind of consideration has moved from the promisee, and more or less treats the question of irrevocability as separate from that of formation of the contract. Ballantine, Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 94 (1920-1921). however, tried to combine the two while remaining faithful to the doctrine of consideration. He equated the bargain in a unilateral agreement with that of a bilateral contract involving executory consideration, thus it is not necessary that the performance required of the offeree should be completed in order to assume a contract. He maintained that if a person may become party to a bilateral contract without having “actually received the full consideration actually received”, Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 97 (1920-1921). so can be the case for a unilateral contract. But, it is submitted that the situations are not so similar. It is not entirely true when Ballantine says, “It is not even true in bilateral contracts that both parties must always come under legal obligation”. Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 97 (1920-1921). One has to admit that the obligation to perform might not arise immediately on exchange of mutual promises, or does not arise simultaneously for both parties; it depends on the terms and circumstances of the agreement. But, the fact that both parties have made promises to each other means they are contractually bound to each other – before everything else, either party has an obligation not to walk out of the contract without the consent of the other, otherwise it would result in a breach. In the unilateral scenario, it is only one of the parties who promises, an obligation attaches to him and him only. Therefore the executory consideration analogy does not exactly fit. However, the real significance of Ballantine's opinion lies elsewhere. By acknowledging that “[t]he fundamental policy of the law of contracts is to enforce the demands of good faith in business dealings”, he posited reliance as the basis of acceptance by the offeree and the seed of a binding promise. So, when there has been substantial Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 97 (1920-1921); Mary Ellen Cook v. Coldwell Banker/Frank Laiben Realty Co., 967 SW2d 654. performance on part of the offeree in reliance of the offer for a promise, a unilateral contract has been formed. Ballantine's formula was also based on the requirement of consideration as an essential for the formation of a contract. In case of a unilateral contract, he said, “consideration may be partly executory and partly executed”. Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 99 (1920-1921). Thus, it is the substantial performance which would be sufficient consideration for the promise and would thus bind the promisor into a contract. However, he left it for the courts to decide what would count as 'substantial' performance, Henry W. Ballantine, “Acceptance of Offers for Unilateral Contracts by Partial Performance of Service Requested” 5 MINN L REV 99 (1920-1921): “It is for the law to recognize an obligation as arising from a promise as soon as justice requires”. which betrays a measure of ambiguity. The Australian scholar, Stoljar, built his theory on the theme Ballantine touched but only so marginally: reliance. Samuel J. Stoljar, “The False Distinction between Bilateral and Unilateral Contracts” 64(4) YALE LJ 515 (1955). He dismissed the classical view requirement of consideration as an erroneous aspect of the conception of the nature of contract formation. He applied the logic forwarded by Fuller and Perdue emphasisng the importance of reliance interest in determining damages in contractual relations, Fuller and Perdue, “The Reliance Interest in Contract Damages” 46 YALE LJ 52, 373 (1936-1937). Stoljar argued that creation of reliance interest on part of the offeree results in a bargain with the offeror. According to him, it is absurd to hold that the offeree can be said to have accepted the offer on complete performance, because when complete performance has been rendered, it gives rise to neither an expectation interest nor a reliance interest on part of the offeree, but restitution interest only. Samuel J. Stoljar, “The False Distinction between Bilateral and Unilateral Contracts” 64(4) YALE LJ 520, 521 (1955). But for a contractual bargain to exist, the presence of a restitution interest is subordinate to that of and must be based on either expectation or reliance interest. Moreover, Stoljar does not tread the path that traces offer and acceptance. In his words, “[I]t is misleading to say that the offeror 'offers' either a bilateral or a unilateral contract. The offeror offers no such contractual species as if they were distinct articles. All he does is make a promise, a contractual promise which induces or requests some action from the promisee and thus initiates a bargain.” Samuel J. Stoljar, “The False Distinction between Bilateral and Unilateral Contracts” 64(4) YALE LJ 524 (1955). Thus, when the promisee enters upon performance on reliance of the promise, all the essentials for the existence of a contract are present. This is a departure from the classical conception that a promise can only come into being when there is an offer and it has been accepted. Samuel J. Stoljar, “Promise, Expectation and Agreement” 47(2) CLJ 193 (1988); Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 1 (1992). While the author does not agree entirely with his bifurcation of bilateral contracts as expectation bargains and unilateral contracts as reliance bargains, Stoljar's view carries weight. When we look at a bilateral contract brought into being by way of mutual promises, by this analysis, the law protects the expectation and reliance interests of the parties. It is also not necessary that both should be present simultaneously. Suppose A enters into a contract of sale with B whereby B is to deliver certain goods for a certain price. According to the terms of agreement, A would make full payment of the price only when B makes the delivery. Now, before the delivery occurs, strictly speaking it is only A who has an expectation interest. B, relying on A's promise to make payment, delivers the goods. A fails to make the payment. Here, B would be entitled to restitution on account of breach of his expectation interest of receiving benefit and reliance interest of suffering detriment. In the same vein, the expectation interest can be actually said to arise, albeit only when the promisee has completed performance, but there is a bargain as soon as a reliance interest is created. So, Stoljar views the unilateral situation as that where one of the parties is bound by way virtue of making a conditional promise. One might argue that during the negotiation phase in contemplation of a bilateral contract, it may happen that an offer is accepted which gives rise to a promise, in a hypothetical instance like when X 'offers' to buy a certain article from Y which Y 'accepts' by saying that he will sell it; Y 'promising' X to sell the article to Y. However, without a return promise on the part of X to pay a certain price, can it be said, in absence of any provision as to 'consideration' for Y's promise, there exists a bargain? After in 'offering' to buy, Y was enquiring if he could rely on X's resolve to sell the article. One could say, with X's 'acceptance', X assures Y that he can rely on X, which gives rise to a reliance interest on part of Y. Is such interest protected under the law of contract? Firstly, this hypothetical situation can be dismissed by saying that contractual relations are hardly maintained in such fashion in the reality of commerce. But for the sake of argument, it can be said that what this situation lacks is mutuality, therefore not giving rise to any kind of reliance interest yet. For that, there must contemplation of performance by both parties, i.e., contemplation of consideration. A conditional promise does indeed take care of this requirement of mutuality juxtaposing the promissory obligation with the performance required by the condition attached. The rationale of reliance would indeed be instrumental in resolving uncomfortable issues that come to the fore in certain cases where it becomes very difficult to locate the point of acceptance where courts apply the traditional unilateral contract theory, E.g., Petterson v. Pattberg, 248 NY 86. or where the person in the position of the offeree has placed himself in considerable detriment even before he has commenced performance in the proper sense. Bretz v.Union Central Life Insurance Co., 16 NE 2d 272. But for practical purposes, the promisor cannot be always reasonably thought of being in a position to track the exact point of time when someone can be said have placed reliance on the promise so as to signal the constitution of a bargain, like in case of general offers.Also where a promise is made with a condition that the required performance has to be completed within a certain period of time, why, if indeed, would the promisor refrain from withdrawing his offer before the period expires? Principles of European Contract Law, Article 2:202(3)(b). This is where Tiersma goes one step further. His theory is mainly two pronged: (1) an unilateral contract is not formed on the basis of offer and acceptance, but on the basis of a conditional promise, supporting Stoljar's stand, Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 25 (1992): the author advocates the position that acceptance is not required for making promise. Compare with Indian Contract Act, 1872, § 2(b) (for the tradtional definition of promise as accepted offer). and (2) that the promisor is committed from the time he make the promise. Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 29 (1992). One cannot but agree with Tiersma's argument that the traditional view of performance as acceptance is improper. What the act of acceptance signifies is the assent on part of the offeree which is essential for there to be any agreement. But it would be absurd to say that any reasonable person would begin performance before he has actually accepted the offer. Therefore, the acceptance must always in logic always precede the requirement of performance. Where it gets interesting is his view of unilateral contracts as conditional promises based on the concept of commitment. Tiersma seems to posit commitment on part of the promisor as a justification for the promisee to place reliance. Even in bilateral contracts, he argues commitment and reliance go hand in hand: an accepted offer gives rise to commitment on part of one of the parties relying on which the other party makes the return promise. So on the question of irrevocability, Tiersma's view is clear that as soon as the promise is made, the promisor has committed himself, precluding him from going back on it. According to traditional contract terminology, one might actually say, once there is a promise you cannot go back on it: the power of revocation applies to offers, not promises; however, to be an enforceable promise in contract law, there has to be some kind of consideration. This, however, opens a question of keeping the promise open for execution of performance required by the promisee where no time limit has been expressed for its completion by the terms of the promise, as might be in case of reward offers. To this, it might suffice to say, in the vein of the obiter laid down in the Carlill v. Carbolic Smoke Ball Co. [1893] 1 QB 256. decision, that the promise will be open for a “reasonable” Carlill v. Carbolic Smoke Ball Co., [1893] 1 QB 261, 264. period of time. Now even when we discount the need for consideration at the formative stage, and acknowledging the fact that the element of mutuality is also present in so far as the conditional promise contains contemplation of mutual performances, what commitment signifies in the context of a unilateral contract is the reasonable belief that a reasonable person will find it reasonable to place reliance on the promise. Can it be said that such a belief, or commitment, is sufficient to conclude the existence of a bargain unless it has been actually relied upon? III. Revocability and formation – separate concerns? The theories that have revolved around the concept of reliance in some way or the other, as has been noted above, have, among other things, one thing in common. They seem to identify the time of formation of a unilateral contract with that of the existence of an irrevocable promise – they rather insist on it. Apparently, one would wonder if such identification is required. It could be asked in response to Tiersma's contention that the promisor's commitment itself sufficient to form a bargain, and reliance is required to be taken into consideration when it is to be determined when the law will enforce the promise, Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 25, 34 (1992). why we could we not be content on saying that the promisor's commitment gives rise to an irrevocable promise, and the contract is formed once the promisee has acted on reliance on the promise? Firstly, it is not clear to my understanding what Tiersma really meant by contending that unilateral contracts can be formed unilaterally, Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 25, 34 (1992). because it is difficult on imagination and logic to hold that any bargain can be formed without the element of mutuality. Secondly, if it be understood that either commitment on part of the promisor or reliance on part of the promisee deprives the promisee his power to revoke, even the effort and expenses incurred by the promisee before actually entering upon performance are accounted for the purpose of legal protection, Restatement (Second) of Contracts, § 87. even if we conceive to defer the point of formation of the contract. So, why the insistence? The first response to this question at one time would have centred on the nature of protection and the question of remedy. If, it is conceded that the promisee has a right which imposes a corresponding obligation on the promisor not to withdraw his promise, and, sometime after the promisee has commenced performance, the promisor actually went back on his promise, by, say, something that would render the completion of performance by the promisee futile or impossible, what is the remedy, if any, which the promisee is entitled to, and on what basis, if we say that there is no bargain yet? This is a question which directly bears on the nature of the right of the promisee. The English opinions betray a marked confusion on this question. While in cases like Errington v. Errington, [1952] 1 KB 290. where the courts have maintained that the person making the promise has to stick to his promise till the promisee either completes the stipulated performance, upon which it becomes enforceable, or quits on the continuation of the performance, Errington v. Errington, [1952] 1 KB 295. i.e., the remedy provided to the promisee is the guarantee that the promisor is not allowed to withdraw, they hardly shed light on a prudent reasoning based on the jurisprudence of contract behind the grant of the particular remedy. There are even opinions on allowing the promisee to sue “for damages or on a quantum meruit”, Morrison Steamship Co. Ltd. v. The Crown, (1924) 20 Ll L R 283, 297; The English Law Revision Committee, 6th Interim Report on Statute of Frauds and the Doctrine of Consideration (1937). but without enough explanation as to the basis. So, even if it were said that it was the commitment or reliance that led to an embargo on the option to withdraw from a promise, in the absence of a contract, one would wonder what would be the cause of action pleaded by the aggrieved promisee. A case for promissory estoppel? Speaking of which, consistent with the developing recognition of promissory estoppel as a cause of action E.g., Waltons Stores (Interstate) Ltd. v. Maher, (1988) 164 CLR 387; M.P. Sugar Mills v. State of U.P., AIR 1979 SC 621. as opposed to its traditional use solely as a defence, this rule of equity has been embraced within the scope of law of contract has also been recognized in the American jurisprudence as the basis of restricting the promisor's power of revocation. Restatement (Second) of Contracts, § 90. See also Principles of European Contract Law, Article 2:202(3)(c); United Nations Convention on Contracts for the International Sale of Goods, Article 16(2)(b). One could argue that the rule of promissory estoppel is sufficient rationale for protecting the reliance interest of the promisee. But one generally understands that by applying the rule of promissory estoppel the court may only guarantee the bar on the option of the promisor to withdraw from his stand, i.e., the promisor is estopped. What remedy can be afforded in cases where the promisor does something to render impossible the performance of his end of the promise, for instance, in a hypothetical rip-off from the facts of Errington, where a person making a conditonal promise to transfer certain property on condition that the promisee performs a certain act, ends up transferring it to a third party before the promisee has managed to complete his performance? The case for damages on quantum meruit might be pleaded here, but “this may be an unsatisfactory remedy, as the damages in quantum meruit are measured by the value of services to the promisor and not by the loss suffered by the promisee”. The English Law Revision Committee, 6th Interim Report on Statute of Frauds and the Doctrine of Consideration (1937). Nor does incomplete performance in such cases always result in some kind of unjust enrichment. However, recent judicial developments show a trend of granting damages while applying the rule of promissory estoppel on the basis of reliance as well as expectation interest of the promisee. Waltons Stores (Interstate) Ltd. v. Maher, (1988) 164 CLR 387; Marco J. Jimenez, “The Many Faces of Promissory Estoppel: An Empirical Analysis Under the Restatement (Second) on Contracts” 57 UCLA L REV 669 (2010). In view of this, it might be said that there is no need of merging the question of revocability with that of formation, and the question of formation would be exiled as an entirely irrelevant one without any practical significance. Apparently then all issues concerning the interest of the promisee is capable of being protected by the application of the rule of promissory estoppel, and the corresponding remedy does not have to be in the nature of contractual damages on breach. Tiersma forwards two arguments favouring contractual remedies in such cases. Ironically the reason he describes as “most important” for “differentiating cases of promissory estoppel from unilateral contracts” is actually the weaker argument – the observation “promises in unilateral and bilateral agreements must contemplate a bargain or commercial exchange, traditionally known as the consideration requirement” Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 52 (1992). does not warranty that promises which meet this criteria should remain outside the scope of promissory estoppel. It is the other reason which is more compelling: “a plaintiff must prove the existence of reasonable reliance with promissory estoppel, while with unilateral and bilateral contracts, courts essentially presume a plaintiff's reliance”. Peter Meijes Tiersma, “Reassessing Unilateral Contracts: The Role of Offer, Acceptance and Promise” 26(1) UC DAVIS L REV 52 (1992). IV. Conclusion In the least the author seems to have arrived at an answer to a query cognate to our original question that set out the discussion in the immediately preceding section. It is submitted that the right of the promisee that the promisor will not withdraw his promise is contractual in nature and this right comes to reside in the promisee by virtue of the simultaneous formation of a unilateral contract. Thus, the event of formation of a unilateral contract can indeed be equated with the element of irrevocability vis-a-vis the promisee. Whether the same can be said vis-a-vis the promisor is outside the practical scope of law concerning the problem of revocability, as the problem concerns itself with the prevention of the inequitable status of the offeree or promisee as par the traditional theory of contract, and would involve a larger theoretical discussion if reliance is an essential element to constitute a contract, which due to limitations of scope of the present paper, would not be prudent to be undertaken presently.