Andrew M. House, Appellant-Plaintiff v. The Damien Center Inc., Appellee-Defendant (2026)

MEMORANDUM DECISION

[1] Andrew House pledged $100,000 to the capital campaign of the Damien Center (the Center), paid the first $25,000 installment, and later signed the Center's agreement. That agreement identified House as a donor and his payment as a gift to the Center. It also provided for naming recognition at the Center's new pharmacy and for the Center to retain House's payment under limited circumstances even if the naming condition failed.

[2] The pharmacy signage recognizing House's contribution displayed the wrong middle initial—W.—instead of M. Though House notified the Center, it did not correct the mistake during the three weeks before the grand opening. House then demanded the Center return his $25,000 donation. When the Center declined, House sued, alleging the Center breached oral and written promises to display his name on the pharmacy signage and engaged in a deceptive consumer act by posting the signage with the wrong middle initial and failing to correct it. He also claimed he was entitled to recover his donation under theories of unjust enrichment and promissory estoppel. The trial court dismissed House's complaint for failure to state a claim upon which relief could be granted. We affirm in part and reverse in part.

Facts

[3] The Damien Center has served people living with HIV and AIDS since 1987. In May 2024, House and the Center discussed his participation in the Center's One Home Capital Campaign. According to House, the Center orally agreed to recognize his name on signage at the Center's planned pharmacy in exchange for a $100,000 pledge, payable in annual installments beginning in May 2024. House paid the first installment of $25,000 on May 28, 2024.

[4] On July 26, 2024, the parties executed a written agreement (Gift Agreement) that House claimed memorialized the earlier oral agreement. The Gift Agreement identified House as “Donor” and described his payment as a “Gift” to the Center toward the One Home Capital Campaign. Appellant's App. Vol. II, p. 16. It reflected a total donation of $100,000 to be paid in annual installments. The Gift Agreement also noted that the first $25,000 installment was paid in May 2024 (two months before the Gift Agreement was signed) and that the remaining $75,000 balance would be paid in annual installments, with the full $100,000 gift completed by December 31, 2027.

[5] The Gift Agreement contained a section captioned “Naming Recognition” that specified House's “SELECT PREFERRED OPTION FOR RECOGNITION” as “MADE POSSIBLE BY ․ ANDREW M. HOUSE.” Id. at 14. A different section of the Gift Agreement captioned “NAMING RECOGNITION DETAILS (IF APPLICABLE)” provided:

FUTURE CHANGED CIRCUMSTANCES: Subject to the terms of this Agreement, the Naming will last no longer than the useful life of the Facility or the period for which Damien Center inhabits the Facility. If during the useful life of the Facility, the Facility is transferred or conveyed from Damien Center, closed, deconstructed, destroyed or severely damaged, significantly renovated, upgraded, or modified[,] relocated, or replaced, then the Naming will cease. In such event, however, the Donor, if available, and in consultation with and as mutually agreed by the Board and Damien Center, will have the right, for no additional payment, to have another available and equivalent Damien Center facility named after the Donor.

TERMINATION OF NAMING: The Board may terminate this Agreement and all rights and benefits of the Donor hereunder, including terminating the Naming in the event of any default in payment of the Gift as provided in this Agreement.

Upon any such termination of this Agreement and/or the Naming hereunder, the Board and the Damien Center shall have no further obligation or liability to the Donor and shall not be required to return any portion of the Gift already paid. The Board, however, may in its sole and absolute discretion determine an alternative recognition for the portion of the Gift already received.

MORALITY CLAUSE: In the unlikely event that the Board determines in its reasonable and good faith opinion that the Naming chosen by the Donor compromises the public trust, reputation, mission, or integrity of Damien Center, Damien Center and its board have the right to remove the name without returning the Gift.

Id. at 16.

[6] The Center constructed the new pharmacy, with a grand opening scheduled for June 2025. About three weeks before the opening, House first saw the signage and discovered his middle initial was displayed as “W” rather than “M.” He notified the Center and requested correction before the grand opening. But the Center did not correct the error before that event.

[7] House demanded a refund of the $25,000 that he had paid to date. The Center declined the refund. House then filed this action, and the Center moved to dismiss under Indiana Trial Rule 12(B)(6) for failure to state a claim. The trial court granted the motion, dismissing all counts but authorizing House to amend his complaint. House's amended complaint (Complaint) alleged five counts: violation of the Indiana Deceptive Consumer Sales Act (DCSA) (Count I); breach of oral contract (Count II); breach of contract based on the Gift Agreement (Count III); unjust enrichment (Count IV); and promissory estoppel (Count V). The Center moved to dismiss again under Trial Rule 12(B)(6), and the trial court dismissed the Complaint with prejudice. House appeals.

Discussion and Decision

[8] A Trial Rule 12(B)(6) motion “tests the legal sufficiency of the plaintiff's claim, not the facts supporting it.” Payne-Elliott v. Roman Catholic Archdiocese of Indianapolis, Inc., 193 N.E.3d 1009, 1013 (Ind. 2022). Dismissal under this rule “is improper unless it appears to a certainty on the face of the complaint that the complaining party is not entitled to any relief.” State v. Am. Fam. Voices, Inc., 898 N.E.2d 293, 296 (Ind. 2008).

[9] We review a Trial Rule 12(B)(6) dismissal de novo, giving no deference to the trial court's judgment. Payne-Elliott, 193 N.E.3d at 1013. We accept the Complaint's allegations as true and consider them in the light most favorable to the nonmoving party, with all reasonable inferences drawn in that party's favor. Id. “[W]here a plaintiff has pleaded himself out of court by alleging, and thus admitting, the essential elements of a defense,” the complaint fails to state a claim on which relief may be granted. Id. And where a written instrument is attached to the complaint, its terms control over the complaint's characterization of it. Irish v. Woods, 864 N.E.2d 1117, 1120 (Ind. Ct. App. 2007).

I. The DCSA Claim (Count I)

[10] House first contends the trial court erroneously found his complaint stated no claim under the DCSA, which prohibits an “unfair, abusive, or deceptive act, omission, or practice” by a supplier “in connection with a consumer transaction.” Ind. Code § 24-5-0.5-3(a). House argues the Complaint raised a viable claim under the DCSA by alleging that the Center engaged in an unfair, abusive, or deceptive act in displaying a sign with a wrong middle initial in his name during the grand opening of the pharmacy and then declining to correct the signage within a reasonable time after receiving written notice from House's counsel. The Center responds by arguing that House failed to claim an unfair, abusive, or deceptive act, omission, or practice—a prerequisite for recovery under the DCSA. Id.

[11] As a preliminary matter, we note that the Center does not dispute House's claim that a “consumer transaction” is involved here. We therefore assume, without deciding, that a “consumer transaction” occurred. But even if the “consumer transaction” requirement was met, dismissal was proper because the Complaint did not allege an unfair, abusive, or deceptive act or omission within the meaning of the DCSA.

A. DCSA Provisions

[12] One of the purposes of the DCSA is to “protect consumers from suppliers who commit deceptive and unconscionable sales acts.” Ind. Code § 24-5-0.5-1(b)(2). Although the DCSA makes only an unfair, abusive, or deceptive act actionable, it does not conclusively define what constitutes an unfair, abusive, or deceptive act. Ind. Code § 24-5-0.5-3(a)-(b). It merely provides a non-exhaustive list of deceptive acts. Ind. Code § 24-5-0.5-3(b). This list includes representations that a supplier is able to deliver or complete a transaction within a stated period “when the supplier knows or should reasonably know the supplier could not.” Ind. Code § 24-5-0.5-3(b)(10).

[13] The DCSA also divides actionable deceptive acts into two categories: “uncured” and “incurable.” Hoosier Contractors, LLC v. Gardner, 212 N.E.3d 1234, 1239 (Ind. 2023) (citing Ind. Code § 24-5-0.5-4(a)); Ind. Code § 24-5-0.5-2(a)(7)-(8). The Complaint does not specify into which category the alleged unfair, abusive, or deceptive act falls. However, House maintained in his response to the Center's motion to dismiss that the Complaint alleged an uncured deceptive act.

[14] An “uncured deceptive act” is defined within the DCSA as “a deceptive act with respect to which a consumer who has been damaged by such act has given notice to the supplier [pursuant to the DCSA] and ․ either: (i) no offer to cure has been made to such consumer within thirty (30) days after such notice; or (ii) the act has not been cured as to such consumer within a reasonable time after the consumer's acceptance of the offer to cure.” Ind. Code § 24-5-0.5-2(a)(7). A deceptive act may occur before, during, or after the transaction. Ind. Code § 24-5-0.5-3(a).

[15] In this context, “cure,” when applied to a deceptive act, means either: “(A) to offer in writing to adjust or modify the consumer transaction to which the act relates to conform to the reasonable expectations of the consumer generated by such deceptive act and to perform such offer if accepted by the consumer; or (B) to offer in writing to rescind such consumer transaction and to perform such offer if accepted by the consumer.” Ind. Code § 24-5-0.5-2(a)(5). An “offer to cure” is a cure “reasonably calculated to remedy a loss claimed by the consumer” and includes a minimum additional amount that is the greater of: (i) ten percent (10%) of the value of the remedy for the consumer's loss with a cap of $4,000 or (ii) $500 in “compensation for attorney's fees, expenses, and other costs that a consumer may incur in relation to the deceptive act.” Ind. Code § 24-5-0.5-2(a)(6).

B. The Complaint's Allegations

[16] The Complaint alleged:

[The Center] committed an unfair, abusive, or deceptive act or omission within the meaning of the DCSA[,] by knowingly displaying incorrect signage identifying Mr. House as “Andrew W. House” during the widely publicized grand opening, despite Mr. House's repeated requests to correct the error and by failing to cure [its] error within a reasonable time frame after receiving written notice from Mr. House's counsel.

Appellant's App. Vol. II, p. 10.

[17] The Center claims a mere “misprint” on signage cannot constitute a deceptive act under the DCSA. Appellee's Br., p. 18. In his reply brief, House accuses the Center of arguing the merits when only deficiencies in the Complaint are to be considered in determining dismissal. As no DCSA claim exists without a “deceptive act,” the question of whether the Complaint alleged a “deceptive act” is potentially dispositive of this claim and properly considered at this stage. See Ind. Code § 24-5-0.5-3(a).

[18] The Complaint does not allege an unfair, abusive, or deceptive act. At most, it offers a description of deficient performance. A broken promise, without more, is not sufficient to allege a deceptive act. McKinney v. State, 693 N.E.2d 65, 73 (Ind. 1998).

[19] In sum, the Complaint alleged that the Center told House it would display his name at the pharmacy in exchange for his donation, and the Center attempted to do so. The Complaint further alleged that the signage contained the incorrect middle initial that House detected shortly before the pharmacy opened and that the error was not corrected before the pharmacy's grand opening. The Complaint did not allege that the oral agreement specified a particular timetable for naming recognition, and the Gift Agreement contains no such provision.

[20] Nothing in the Complaint alleged or suggested that the Center knew or should have known when it made the naming representation that it would not or could not perform the naming recognition exactly as agreed. After all, the Center completed and displayed signage with House's first and last name, albeit with the wrong middle initial. We also fail to see how the Center's display of House's name with an inaccurate middle initial at the grand opening constituted an unfair, abusive, or deceptive act. The Complaint did not even allege that the Center was reasonably capable of correcting the signage before the pharmacy's grand opening.

[21] As the Complaint alleged, at most, a breach of an agreement that did not rise to the level of an unfair, abusive, or deceptive act, the trial court did not err in dismissing House's DCSA claim under Trial Rule 12(B)(6).

II. Breach of Oral Contract (Count II)

[22] The Complaint alleged that House and the Center entered into an oral agreement in which the Center “agreed to recognize Mr. House by his correct name, ‘Andrew M. House,’ ” as consideration for House's payment of “$100,000 in four annual installments of $25,000 each, beginning in May 2024.” Appellant's App. Vol. II, pp. 8, 10.

[23] If the Gift Agreement was a memorialization of the oral contract, as House maintains, the oral agreement is not separately enforceable from the Gift Agreement. See Buschman v. ADS Corp., 782 N.E.2d 423, 429 (Ind. Ct. App. 2003) (citing 17A AM JUR2D Contracts § 397 at 424 (1991)). Instead, oral agreements made at or before the time of the execution of a written contract are to be considered as merged in the written instrument. Id. Thus, any oral promise by the Center to House is necessarily subsumed within the Gift Agreement.

[24] But even if we assume for purposes of this argument that there is no enforceable written agreement, the Complaint's breach of oral contract count still fails to state a claim upon which relief may be granted. The Center argues that the Statute of Frauds bars this claim because it is based on a purported agreement extending over four years. See Ind. Code § 32-21-1-1(b)(5) (barring actions involving an agreement “that is not to be performed within one (1) year from the making of the agreement”).

[25] House responds that the Statute of Frauds does not bar this claim because the oral agreement could be performed within one year if he accelerated his payments. But House cites no authority for the proposition that an agreement to pay a sum in multi-year installments may fall outside the Statute of Frauds simply because the consideration could be paid sooner. Nor does he offer any pertinent analysis for resolving this issue. Through these omissions, House has waived this argument. See Ind. Appellate Rule 46(A)(8)(a) (requiring the appellant's brief to provide cogent analysis supported by relevant authority); Miller v. Patel, 212 N.E.3d 639, 657 (Ind. 2023) (claim waived for, among other things, failure to provide cogent argument). House has failed to show that the trial court erred in dismissing Count II.

III. Breach of the Written Contract (Count III)

[26] To state a claim for breach of contract, the complaint must allege operative facts showing a contract, a breach of that contract by the defendant, and resulting damages such that relief would be available under some set of circumstances. See Haegert v. Univ. of Evansville, 977 N.E.2d 924, 937 (Ind. 2012); T.R. 12(B)(6). The Complaint alleged that the Gift Agreement is an enforceable written contract by which the Center agreed to recognize House by his correct name on pharmacy signage in exchange for his donation. The Complaint further alleged that House performed by paying the first $25,000 installment and that the Center breached by displaying the wrong middle initial and failing to correct it. The remedy the Complaint seeks is return of House's $25,000 and additional unspecified damages.

[27] Accepting those allegations as true, we conclude that the Complaint states a claim on which relief is possible because the Complaint effectively alleged that the parties transformed what might have been a simple donation into mutual contractual obligations.

A. The Complaint Adequately Alleged the Gift Agreement Constituted an Enforceable Contract

[28] A valid contract requires offer, acceptance, consideration, and a manifestation of mutual assent. Martins v. Hill, 121 N.E.3d 1066, 1068 (Ind. Ct. App. 2019). A charitable gift, by contrast, requires donative intent and a completed, immediate, and absolute transfer that strips the donor of all dominion and control, with nothing left undone and no consideration required of the donee. Heaphy v. Ogle, 896 N.E.2d 551, 557 (Ind. Ct. App. 2008); Hopping v. Wood, 526 N.E.2d 1205, 1207 (Ind. Ct. App. 1988).

[29] The Gift Agreement here has features of both. It calls House a “Donor” and his payment a “Gift.” Appellant's App. Vol. II, p. 16. Yet it also specifies the manner in which House's name will be displayed, ties the $100,000 donation to that naming recognition, and provides for adjustment of the recognition by mutual agreement. Viewed most favorably to House, the Complaint alleged an offer, acceptance, consideration (the donation exchanged for correct naming recognition), and mutual assent manifested by a writing both parties signed and by partial performance—House's $25,000 payment and the Center's creation of the signage. That suffices to allege a contract at this pleading stage.

B. The Complaint Adequately Alleged Breach, and the Materiality of That Breach Cannot Be Resolved on the Pleadings

[30] The Complaint alleged the Center displayed signage bearing a middle initial different from the one the Agreement specified and failed to correct it before the grand opening. Whether this breach is material and excuses House from performing his obligations under the Gift Agreement or justifies his recovery of damages is another matter. But these issues cannot be resolved at the dismissal stage for the following reasons.

[31] The materiality of an alleged breach is pertinent to the remedy. Frazier v. Mellowitz, 804 N.E.2d 796, 803-05 (Ind. Ct. App. 2004). When one party's failure to perform is so material that the other party will not receive substantially what it bargained for, the injured party's duty is discharged, and it is excused from performing. Id. at 803-804. When the failure is not of that character, the injured party retains its duty to perform and must recoup its loss through a damages remedy for the immaterial breach. Id. at 804. This is why materiality matters: it is essentially the dividing line between being released from the contract and merely having a damages claim. See id. at 803-04.

[32] Because the Complaint seeks the return of House's $25,000 donation as well as additional damages, the materiality of the alleged breach is at issue. Whether the alleged non-conformity—the wrong middle initial in the signage—amounts to a material breach is generally a question of fact, governed by the factors set out in the Restatement (Second) of Contracts § 241. Id. at 802. Indiana courts treat materiality and its mirror image, substantial performance, as fact questions unsuited to resolution at an early dispositive stage. ShermansTravel Media, LLC v. Gen3Ventures, LLC, 152 N.E.3d 616, 626 (Ind. Ct. App. 2020). Given that we are reviewing a ruling on a motion to dismiss, we cannot say that the breach alleged in the Complaint did not occur or did not support the remedies the Complaint seeks.

C. The No-Refund Clause Does Not Justify Dismissal

[33] The Center relies on the Gift Agreement's statement that, upon termination, the Center “shall have no further obligation or liability to the Donor and shall not be required to return any portion of the Gift already paid.” Appellant's App. Vol. II, p. 16. That clause does not defeat the Complaint's breach of contract claim at this early pleading stage.

[34] This clause must be read in the context of the whole Gift Agreement, construing it so as to render every term meaningful and harmonious and to avoid a reading that makes any provision surplusage. Celadon Trucking Servs, Inc. v. Wilmoth, 70 N.E.3d 833, 839 (Ind. Ct. App. 2017); City of Washington v. Daviess Cnty. Rural Water Sys., Inc., 91 N.E.3d 585, 595 (Ind. Ct. App. 2017) (quoting Ind. Gaming Co., L.P. v. Blevins, 724 N.E.2d 274, 278 (Ind. Ct. App. 2000)). The Gift Agreement withholds a refund only upon the following specified terminating events: (1) the donor's default in payment; (2) the determination by the Center's Board that the naming recognition compromises the Center's public trust, reputation, mission, or integrity; and (3) future changed circumstances involving changes in the pharmacy facility's ownership or physical structure. To read the clause at this stage as permitting the Center to retain the donation, whether or not the Center ever performs, would render the clause's carefully drawn limits meaningless. There would be no reason to enumerate the circumstances of non-return if the donation were non-returnable in every event.

[35] The Complaint does not allege any facts that conclusively establish that any of the enumerated terminating circumstances occurred. And in any case, at this stage whether House's request for the return of his $25,000 donation was a default that constituted a terminating circumstance is a question of fact resting, at least in part, on whether House's duty to perform had been discharged through the Center's conduct. See Frazier, 804 N.E.2d at 802-05. Thus, we cannot say that the no-refund clause cited by the Center effectively precludes the granting of any relief on the Complaint's breach of contract count.

D. The Charitable-Gift Reverter Authority Does Not Require Dismissal

[36] The Center also invokes precedent finding that a charitable gift instrument must contain express provisions for forfeiture and reverter before a gift condition may be enforced. See, e.g., St. Mary's Med. Ctr., Inc. v. McCarthy, 829 N.E.2d 1068, 1076 (Ind. Ct. App. 2005). Under such precedent, a silent instrument leaves the gift with the donee if the condition fails. Id. That line of authority does not control here.

[37] Most notably, those decisions announce a rule for instruments that are silent on forfeiture and reverter. Id.; Isanogel Ctr., Inc. v. Father Flanagan's Boys’ Home Inc., 839 N.E.2d 237, 244-45 (Ind. Ct. App. 2005). The Gift Agreement here is not silent. It expressly addresses forfeiture and reverter by providing only three specific circumstances under which the Center may retain House's donation when the naming recognition fails or is altered: (1) House defaults in payment; (2) his naming recognition compromises the Center's public trust, reputation, mission, or integrity; and (3) the pharmacy's ownership or physical structure changes in specific ways.

[38] In addition, this forfeiture and reverter authority arises in the donative and testamentary contexts. For instance, St. Mary's and Isanogel each construe a will and involve conditions of the gift that failed long after the gift was made. The Center has offered no authority suggesting this precedent has been extended to a negotiated, bilateral agreement supported by consideration of the kind that the Complaint alleged. The failed “condition” in this case is more akin to failed consideration. This is so because the Complaint alleged that at the heart of the contract was the Center's agreement to give House naming recognition in exchange for House's payment of money and that the Center took the money but did not fulfill the naming recognition.

E. The Center's Naming Promise Is Not Illusory

[39] The Center argues, as an independent ground for affirming the dismissal of Count III, that even if the Gift Agreement is read as an exchange of promises, the Center's promise to provide naming recognition is illusory. The Center points to the “TERMINATION OF NAMING” provision and to its reservation of “sole and absolute discretion” over any alternative recognition, contending that these terms make its performance entirely optional. Appellant's App. Vol. II, p. 16. We are not persuaded at this early stage.

[40] “An illusory promise is a promise which by its terms makes performance entirely optional with the promisor.” Pardieck v. Pardieck, 676 N.E.2d 359, 364 n.3 (Ind. Ct. App. 1997) (citing Restatement (Second) of Contracts § 2 cmt. e (1981)). But a promise is not illusory merely because a party retains a right to terminate or some measure of discretion. This Court has determined that a contract that could be terminated only under a specified condition was “terminable in accordance with its terms and not at the will of either party.” Marksill Specialties, Inc. v. Barger, 428 N.E.2d 65, 69 (Ind. Ct. App. 1981). By contrast, an agreement that fixes no termination date or purports to last indefinitely is terminable at will. Id.

[41] Read as a whole, the Gift Agreement does not permit the Center to withhold recognition for any reason or for no reason. The “TERMINATION OF NAMING” provision authorizes the Center's Board to terminate the naming only “in the event of any default in payment of the Gift as provided in this Agreement”—a specified condition, not an unfettered choice. See id.; Appellant's App. Vol. II, p. 16. The “MORALITY CLAUSE” permits removal of the name only upon the Center's Board's “reasonable and good faith opinion” that the naming compromises the Center's public trust, reputation, mission, or integrity. Appellant's App. Vol. II, p. 16. And the “FUTURE CHANGED CIRCUMSTANCES” provision ties any cessation of the naming to enumerated events affecting the facility. A promise whose withdrawal is confined to defined contingencies is a real undertaking, not an illusory one.

[42] To the extent the Gift Agreement vests the Center with discretion over the manner or continuation of the recognition, Indiana law supplies the limiting principle. Where fulfillment of a condition rests with the promisor, our courts infer a duty of good faith precisely because “without good faith, the mere promise ․ subject to a condition precedent to be performed by the promisor would be an illusory promise.” Hamlin v. Steward, 622 N.E.2d 535, 541 (Ind. Ct. App. 1993). And “a party may not rely on the failure of a condition precedent to excuse performance where that party's action or inaction caused the condition to be unfulfilled.” Id. at 540 (quoting Kokomo Veterans, Inc. v. Schick, 439 N.E.2d 639, 645 (Ind. Ct. App. 1982)). Under these principles, the Center may not defeat its own promise by declining, in bad faith, to display the recognition it agreed to provide.

[43] Two further considerations confirm that dismissal cannot rest on illusoriness. First, any want of mutuality is supplied by House's performance: “where ․ one party to the agreement acts upon the promise of the other party and performs his part of the agreement, the contract is not unenforceable for lack of mutuality.” Marksill, 428 N.E.2d at 69. House alleged he paid $25,000 toward the Gift in reliance on the Center's promise. A condition precedent “does not by itself destroy mutuality ․ [because] the contract will ripen into a mutually enforceable obligation upon performance of the condition.” Kokomo Veterans, 439 N.E.2d at 645. Second, we must construe the instrument to sustain rather than to defeat it because “Indiana courts will not find lack of mutuality or uncertainty where a reasonable and logical interpretation will render the contract valid and enforceable.” Id.

[44] Resolving the illusoriness contention against House at this stage would also be inconsistent with our standard of review. The legal effect of the Gift Agreement is a question of law, but “the facts which serve as a basis for that interpretation must be determined by the trier of fact,” making the question one “of mixed law and fact.” Id. at 643. Whether the Center exercised, or could exercise, its reserved discretion in good faith is not answerable on the face of the Complaint, which we take as true and construe in the light most favorable to House. We therefore decline to affirm the dismissal of Count III on the ground that the Center's promise is illusory.

F. Conclusion as to Count III

[45] Accepting the Complaint's allegations as true and considering the Gift Agreement attached to it, the Complaint alleged an enforceable contract on which relief could be granted. The trial court erroneously dismissed Count III, and we reverse and remand for further proceedings.

IV. Unjust Enrichment (Count IV)

[46] “To prevail on a claim for unjust enrichment, a plaintiff must establish that a measurable benefit has been conferred on the defendant under such circumstances that the defendant's retention of the benefit without payment would be unjust.” Fowler v. Perry, 830 N.E.2d 97, 103 (Ind. Ct. App. 2005). “Principles of equity prohibit unjust enrichment of a party who accepts the unrequested benefits another provides despite having the opportunity to decline those benefits.” Id. “Unjust enrichment operates when there is no governing contract.” DiMizio v. Romo, 756 N.E.2d 1018, 1025 (Ind. Ct. App. 2001). Therefore, House ultimately cannot recover for both breach of contract and unjust enrichment.

[47] As to unjust enrichment, the Complaint alleged that:

• House “conferred a benefit on [the Center] by paying $25,000 toward the construction and promotion of the new pharmacy.”

• “[The Center] knowingly accepted and retained this benefit without providing the promised recognition of Mr. House's correct name on the signage.”

• “It would be unjust and inequitable for [the Center] to retain the $25,000 without fulfilling its obligation to properly recognize Mr. House, as the payment was made with the reasonable expectation of receiving such recognition.”

Appellant's App. Vol. II, p. 11. If we accept those allegations as true, they state a cognizable claim for unjust enrichment.

[48] Unjust enrichment requires “a wrong or something unjust.” Savoree v. Indus. Contracting & Erecting, Inc., 789 N.E.2d 1013, 1020 (Ind. Ct. App. 2003). “ ‘Absent a wrong, intervention by equity is inappropriate.’ ” Inlow v. Inlow, 797 N.E.2d 810, 817 (Ind. Ct. App. 2003) (quoting Indianapolis Raceway Park, Inc. v. Curtiss, 386 N.E.2d 724, 726 (Ind. Ct. App. 1979)).

[49] The operative facts alleged in the Complaint show that House paid $25,000 and pledged $75,000 more in exchange for correct naming recognition that the Center promised but did not provide. The Complaint therefore states a claim for unjust enrichment for which relief could be granted. Blanch v. Acuti, No. 24AMI-78, 2024 WL 5244626, *3 (Ind. Ct. App. Dec. 30, 2024) (mem.) (affirming trial court's finding of unjust enrichment based on Blanch's borrowing of Acuti's retirement funds to buy a boat on condition that Blanch obtain a loan to pay Acuti back when Blanch took the money, bought the boat, and never obtained the loan).

[50] Although House ultimately may not recover on the unjust enrichment claim if he prevails on his breach of contract claim, whether he will prevail on either one is unknown. What is clear is that the Complaint alleged facts that could support a claim for unjust enrichment if no enforceable contract existed. The trial court therefore erred in dismissing the unjust enrichment count.

V. Promissory Estoppel (Count V)

[51] Promissory estoppel is an equitable doctrine containing five elements: (1) a promise by the promisor; (2) made with the expectation that the promisee will rely thereon; (3) which induces reasonable reliance by the promisee; (4) of a definite and substantial nature; and (5) such that injustice can be avoided only by enforcement of the promise. Brown v. Branch, 758 N.E.2d 48, 52 (Ind. 2001). The reliance injury must be independent of the benefit of the bargain itself, as well as the resulting incidental expenses and inconvenience, and so substantial as to constitute unconscionable harm. Akin v. Simons, 180 N.E.3d 366, 381-82 (Ind. Ct. App. 2021) (finding no independent reliance injury when the plaintiff's alleged reliance injury was an inability to use the money at the center of the promissory estoppel claim for other purposes).

[52] The Complaint's claim for promissory estoppel alleged that the Center promised House to display his correct name on signage at the Center's new pharmacy with the expectation that House would rely on that promise, that House reasonably relied on this promise by paying the first $25,000 installment, and that enforcement of the Center's promise is necessary to avoid injustice.

[53] The Complaint does not allege any reliance injury other than the inaccurate delivery of the naming recognition and the loss of the $25,000 paid for naming recognition that House purportedly did not receive. But neither of these alleged reliance injuries is independent of the benefit of the bargain nor did they constitute “unjust and unconscionable injury” that promissory estoppel requires. See Akin, 180 N.E.3d at 382. Given this omission, the Complaint fails to state a claim for promissory estoppel on which relief may be granted. Dismissal of this count was proper.

Conclusion

[54] The Complaint fails to state any claim for violation of the DCSA, breach of oral contract, or promissory estoppel on which relief could be granted. Accordingly, the trial court's dismissal of Counts I, II, and V of the Complaint was proper. But the Complaint is not similarly defective as to its allegations of breach of written contract and unjust enrichment. We affirm the trial court's dismissal of Counts I, II, and V but reverse the dismissal of Counts III and IV.

[55] Affirmed in part, reversed in part, and remanded.

Weissmann, Judge.

Tavitas, C.J., and Foley, J., concur.