Estoppel is a legal principle that prevents a person or entity from asserting a legal right or taking a legal position that contradicts or is inconsistent with its earlier position, behavior, or agreement. The person or entity is said to be “estopped” from changing its position, behavior, or agreement because another person or entity has relied on its earlier position, behavior, or agreement (detrimental reliance).
In Delaware, the legal principle of estoppel is recognized and can be applied in various contexts, including contract disputes, property law, and employment matters. Estoppel prevents a party from asserting a claim or a defense that contradicts their previous statements or actions if the other party has relied on those statements or actions to their detriment. This principle is designed to promote fairness and honesty in dealings and to prevent injustice due to inconsistent behavior. There are different types of estoppel, such as promissory estoppel, equitable estoppel, and estoppel by deed, each with specific requirements. Delaware courts will consider the specific facts of each case, including the representations made, the reliance by the other party, and the resulting detriment, to determine if estoppel should be applied to prevent a party from changing its earlier position.