Morris v. Dall: Nebraska Supreme Court adopts Restatement (Third) § 49’s four measures of restitution and reaffirms that indefinite oral renovation agreements are unenforceable

Introduction

In Morris v. Dall, 320 Neb. 122 (Neb. Oct. 17, 2025), the Nebraska Supreme Court addressed a familiar, yet legally thorny, family-trust dispute that grew out of an oral promise surrounding home improvements. Jane and Steven Morris claimed they orally agreed with their parents (then cotrustees of the Schindler Family Trust) to renovate the parents’ residence with reimbursement to occur from the eventual sale. After the parents died, successor trustee Karen Dall sold the property but did not reimburse the Morrises. They sued for breach of contract, unjust enrichment, promissory estoppel, and breach of fiduciary duty/accounting, and sought to hold Dall personally liable.

After a two-day bench trial, the district court denied all claims, and the Supreme Court affirmed. The opinion is significant in two principal respects:

• Contracts and estoppel: It reinforces that an oral renovation agreement with an evolving, open-ended scope is too indefinite to enforce as a contract or via promissory estoppel.
• Unjust enrichment: It expressly embraces the Restatement (Third) of Restitution and Unjust Enrichment § 49’s four alternative measures of enrichment, clarifying that recovery is not confined to the increase in market value and could, in appropriate cases, use the cost to the claimant, market value, value to the defendant, or an assented price—though the plaintiffs still lost here for lack of persuasive proof under the deferential standard of review.

Summary of the Opinion

• The court affirmed the denial of breach of contract. The oral understanding about “renovations reimbursed from the sale” lacked definite terms and allowed the scope to expand without contemporaneous, definite approvals, rendering the promise too indefinite to enforce.
• The court affirmed the denial of unjust enrichment but clarified the law: Nebraska recognizes multiple ways to measure enrichment (Restatement § 49), not just increased market value. On these facts, the trial court did not clearly err in finding the Morrises had not proved that their costs were reasonable or that the property’s value increased by a proven amount.
• The court affirmed the denial of promissory estoppel. The alleged promise was too indefinite to support reasonable reliance, especially given the fluid scope, contributions by multiple siblings, and conflicting evidence about whether some items were gifts.
• The court affirmed the denial of the breach of fiduciary duty/accounting claim. On a conflicting record, the trial court could credit the trustee’s testimony and reports as satisfying her accounting obligations; no clear error appeared.
• Procedural law clarified: Absent a § 25-1127 request for specific findings, a trial court need only enter a general finding, which is presumed to resolve all issues for the prevailing party; appellate review is for clear error, and appellate courts do not reweigh evidence after a bench trial of a law action.
• Because all substantive claims failed, there was no basis to impose personal liability on the trustee.

Analysis

Precedents Cited and Their Influence

• Dietzel Enterprises v. J.A. Wever Construction, 312 Neb. 426 (2022): Reinforces standards of review for law actions tried to the court—factual findings are treated like a jury verdict and will not be set aside unless clearly wrong. The Supreme Court’s deference to the trial court’s credibility and reasonableness findings pervades Morris.
• Bloedorn Lumber Co. v. Nielson, 300 Neb. 722 (2018): Earlier unjust enrichment case sometimes read to require proof of increased market value. Morris clarifies Bloedorn does not impose such a categorical limit. It becomes a springboard for adopting Restatement § 49’s flexible measures of enrichment.
• Valley Boys v. American Family Insurance Co., 306 Neb. 928 (2020): Provides the principle that a promise is too indefinite for enforcement where the promisor retains an unlimited right to decide later the nature or extent of performance. The court uses this to frame the oral renovation “agreement” as unenforceably open-ended.
• Acklie v. Greater Omaha Packing Co., 306 Neb. 108 (2020): Restates the requirement that an enforceable agreement must be definite and certain as to the essential terms. Acklie anchors the court’s contract analysis.
• Slama v. Slama, 313 Neb. 836 (2023): Recites foundational contract formation principles—offer, acceptance, and meeting of the minds—underpinning the court’s conclusion that this oral arrangement lacked the requisite mutual understanding on essential terms.
• Henriksen v. Gleason, 263 Neb. 840 (2002): Elements for breach of contract (promise, breach, damages, and satisfaction of conditions precedent). Morris applies these to find the basic “promise” too indefinite.
• Sorensen Construction Co. v. Broyhill, 165 Neb. 397 (1957): A leading case for using the claimant’s costs as a possible measure of restitution. Morris cites Sorensen to confirm there is no single required measure and ties it to Restatement § 49.
• City of Scottsbluff v. Waste Connections of Nebraska, 282 Neb. 848 (2011): Recognizes market value as a possible measure of restitution. Used to show the array of permissible measures consistent with § 49.
• Associated Wrecking v. Wiekhorst Bros., 228 Neb. 764 (1988): References the contract price as a measure in unjust enrichment where appropriate, consistent with the Restatement’s “assented price” option.
• Fredericks Peebles v. Assam, 300 Neb. 670 (2018): Credibility determinations are for the trial court, which may accept or reject portions of testimony. This undergirds the affirmance on unjust enrichment and accounting claims.
• Weitz Co. v. Hands, Inc., 294 Neb. 215 (2016): Sets out promissory estoppel elements and emphasizes that the promise must be definite enough to make reliance reasonable. Applied to reject promissory estoppel given the indefinite, evolving scope here.
• Cullinane v. Beverly Enterprises-Neb., 300 Neb. 210 (2018); Maloley v. Central Neb. P.P. & Irr. Dist., 303 Neb. 743 (2019); Burgess v. Curly Olney’s, Inc., 198 Neb. 153 (1977); Wagner v. State, 176 Neb. 589 (1964): Together, these cases articulate the § 25-1127 principle that absent a request for specific findings, general findings suffice and are presumed to encompass all issues; appellate review is for clear error.
• Community First State Bank v. Olsen, 255 Neb. 617 (1998): Analogizes breach of fiduciary duty to professional malpractice; used to frame the fiduciary claim’s character and deference to the trial court’s factfinding.

Legal Reasoning

1) Breach of Contract

The court accepted that some oral understanding existed in 2013 to renovate the trust-owned “51st Street property” with repayment of costs (not labor) after sale. But enforceability failed because the agreement was not definite and certain as to essential terms:

• Indeterminate scope: Initial discussions (windows, outlets, carpet, kitchen fan/countertops) gave way to a dramatically expanding project (termite damage, insulation, multiple rooms, household items). The cotrustees were not present to approve granular changes in real time.
• “Carte blanche” concern: The court agreed with the district court’s observation that the cotrustees likely did not grant open-ended authority. Nebraska law (Valley Boys; Acklie) treats a promise as unenforceable when it leaves performance largely to one side’s later discretion.
• No definite cap, scope, or change-order discipline: Without agreed scope, budget, or approval mechanisms, there was no common understanding sufficient to bind the parties.

Outcome: No enforceable contract. The meeting of the minds and mutuality of obligation were undermined by the indefinite, evolving scope and lack of defined commitments.

2) Unjust Enrichment (Restitution)

The court first clarified Nebraska law. It expressly endorsed the Restatement (Third) of Restitution and Unjust Enrichment § 49, recognizing four alternative measures of enrichment for nonreturnable benefits:

• Value to the defendant in advancing its purposes;
• Cost to the claimant of conferring the benefit;
• Market value of the benefit; or
• Price the defendant assented to as valid on the question of price.

This is an important doctrinal clarification: It rejects the notion that recovery is limited to the increase in market value. The court reconciled prior Nebraska cases—Sorensen (costs), City of Scottsbluff (market value), Associated Wrecking (contract price)—as consistent with § 49’s flexible framework. It also clarified that Bloedorn Lumber did not change the law to require “increase in value” exclusively; it merely recited that evidence as one way the claimant proved enrichment in that case.

Turning to the record, the court nevertheless affirmed the denial because, under the deferential “clearly wrong” standard:

• The trial court did not clearly err in finding insufficient proof of “reasonable” costs or of a proven increase in value, especially given credibility determinations and conflicting evidence (including contributions by other siblings and scope expansions).
• Although the Morrises offered itemized receipts and Steven’s contractor experience to assert reasonableness, the trial court was not bound to credit that testimony. Absent persuasive corroboration (e.g., expert appraisal, market comparables, third-party contractor estimates), the trial court’s skepticism was not clearly erroneous.

3) Promissory Estoppel

Nebraska requires a promise that reasonably induces action, actual inducement, and that enforcement is necessary to avoid injustice. The promise need not be definite enough for a unilateral contract, but it must be definite enough to make reliance reasonable (Weitz).

The same defects that doomed contract formation—indefinite scope, open-ended changes, multiple payors and contributors, and conflicting evidence that some items were gifts—also defeated promissory estoppel. The court concluded that reliance on such an amorphous promise was not reasonable, so injustice did not compel enforcement.

4) Breach of Fiduciary Duty/Accounting

The trust instrument required annual accountings, and § 30-3878(c) (Nebraska Uniform Trust Code) similarly imposes trustee reporting duties. Jane testified she never received a complete accounting until litigation; Karen testified she provided inventories (omitting machinery), ongoing “Trustee Reports” via email, and a final accounting with receipts and disbursements. Other beneficiaries had no concerns.

Given conflicting evidence, the trial court’s decision to credit the trustee’s showing was within its factfinding province. The Supreme Court, applying the clear-error standard, would not reweigh the evidence. The claim failed.

5) Personal Liability of Trustee

Because the substantive claims failed, there was no predicate for imposing personal liability on the successor trustee.

6) Procedural Law: General Findings Suffice Absent a Request

The court reiterated that under § 25-1127, absent a party’s request for specific findings, a trial court need only make a general finding for the prevailing party. Appellate courts presume the trial court decided all issues for that party, and review is for clear error. Both general and any specific findings are reviewable, but no request was made here. This principle framed the court’s handling of the promissory estoppel and accounting claims despite the district court’s minimalist treatment.

Impact

• Restitution law clarified: Trial courts now have explicit, Supreme Court-sanctioned latitude to select the most fitting measure of enrichment among four Restatement § 49 options. Practitioners should prepare proof under multiple measures (e.g., cost documentation, expert reasonableness opinions, appraisals, market comparables, evidence of assented price) to hedge against evidentiary gaps.
• Oral renovation agreements are high risk: Family-and-trust renovation “handshakes” that allow the scope and spend to drift will be vulnerable to indefiniteness challenges. The case underscores the necessity of documented scope, budget ceilings, change orders, and approval protocols.
• Promissory estoppel is not a backdoor to enforce indefinite arrangements: Although estoppel tolerates more flexibility than contract, the promise must still be definite enough to make reliance reasonable. Unbounded projects and mixed contributions undermine reasonableness.
• Bench trial deference matters: Because unjust enrichment and contract damages are “actions at law” in Nebraska, appellate review is highly deferential. Parties must win on the facts below—credibility and reasonableness proofs are decisive. Robust expert testimony and neutral appraisals can be outcome-determinative.
• Trustees’ accounting practices: While Morris does not hold that informal “trustee reports” always suffice, it shows that consistent reporting and a final accounting can carry the day on a contested record. Trustees should still follow best practices: provide formal annual accountings responsive to § 30-3878(c) and any trust-instrument requirements, with supporting documentation.
• Litigation strategy: If granular appellate review is desired, request specific findings under § 25-1127. Absent such a request, general findings and credibility determinations will be hard to overturn on appeal.

Complex Concepts Simplified

• Indefiniteness (contracts): A contract must contain enough detail about who does what, when, and for how much. If critical terms—like scope of work or price limits—are left to be decided later or fluctuate unilaterally, the law treats the promise as too indefinite to enforce.
• Mutuality of obligation: Both sides must be obligated to do something. An arrangement where one side can decide later whether and how much to perform usually lacks mutuality.
• Promissory estoppel: Even without a formal contract, a clear promise that reasonably causes someone to act can be enforceable to prevent injustice. But the promise must still be definite enough that reliance is reasonable.
• Unjust enrichment (restitution): If someone confers a benefit for which payment is reasonably expected, the recipient may have to pay the “reasonable value” of the benefit. Nebraska now expressly recognizes four ways to measure that value: benefit to the recipient, the claimant’s cost, market value, or an agreed price.
• Standard of review after bench trials of law actions: The trial judge’s factual findings stand unless clearly wrong. Appellate courts do not reweigh evidence or reassess witness credibility.
• Accounting duty (trusts): Trustees generally must provide beneficiaries with periodic (often annual) reports detailing assets, liabilities, receipts, and disbursements. Whether a trustee’s reporting is sufficient can be a fact question influenced by the trust instrument and statutory duties.
• § 25-1127 specific findings: If you want detailed findings to guide appeal, you must ask. Without such a request, a general ruling for one side is presumed to resolve all issues in its favor.

Practical Guidance

• For families and trusts contemplating renovations:
  • Reduce the agreement to writing. Define scope, a budget cap, excluded items, approval rights, payment source, and timing of reimbursement.
  • Use written change orders approved by the trustee or cotrustees before expanding the project.
  • Agree in writing on reimbursable categories (materials, labor, household goods) and non-reimbursable items.
  • Address priority of payment if the sale proceeds must satisfy liens, mortgages, or other trust obligations first.
• For plaintiffs anticipating an unjust enrichment claim:
  • Document costs meticulously and obtain third-party expert testimony on reasonableness.
  • Consider before-and-after appraisals to prove market value effects.
  • Secure statements from the recipient (or trustee) acknowledging benefit or assent to price, where possible.
  • Anticipate credibility challenges and corroborate your testimony with neutral evidence.
• For trustees:
  • Honor trust-instrument and statutory accounting duties with formal, periodic accountings and a final accounting, supported by documentation.
  • When reimbursing yourself for advances (e.g., funeral costs), contemporaneously document the authority, rationale, and beneficiary notices.
  • Avoid authorizing indefinite, open-ended projects; demand written scopes and budgets, and use written approvals for changes.
• For litigators:
  • Request § 25-1127 specific findings to isolate factual and legal conclusions for appellate review.
  • Recognize that quasi-contract/restitution is an action at law in Nebraska; build a record tailored to the clear-error standard.

Conclusion

Morris v. Dall is a cautionary tale about informal arrangements in a trust setting and a notable clarification in Nebraska restitution law. On the contract side, the court underscores that oral renovation agreements with floating, ever-expanding scopes lack the definiteness needed for enforcement; neither acceptance of benefits nor general satisfaction will cure that defect. On the equitable-restitution side, the court explicitly adopts the Restatement (Third) § 49’s four alternative measures of enrichment and dispels any misreading of Bloedorn that would limit recovery to increased market value. The ruling also reiterates two enduring themes: appellate deference to trial judges’ factfinding in law actions and the importance of requesting specific findings if detailed appellate scrutiny is sought.

The key takeaways are clear. Parties contemplating property improvements for trust assets should document scope, cost, and approvals in writing; litigants pursuing unjust enrichment should prepare robust, corroborated proofs under multiple valuation measures; and trustees should maintain disciplined accounting practices. With these guardrails in place, future cases can avoid the pitfalls that led to affirmance here.