Promisee (Legal Definition In Contract Law And Examples)

What is a Promisee?

How do you legally define it?

What are the essential elements you should know!

Keep reading as we have gathered exactly the information that you need!

Let’s dig into our legal dictionary!

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What is a Promisee 

A promisee is a person who is the beneficiary of a promise.

In other words, the promisee is the person who expects to receive the execution of the terms of a promise made by another.

A “promise” is an engagement by a person to perform or do something in favor of another.

From a legal perspective (in contract law), a promisee is a person to whom an offer is made or covenants promised.

When the promisor’s commitments observe contract laws or contract formation rules if the promise is made in an offer, the promise can be legally binding.

Here are the elements of a contract:

  • Promisor’s offer (offeror)
  • Promisee’s acceptance (offeree)
  • Consideration (benefits to each party)
  • The objective of the contract does not violate the law or public policy
  • Promisor and promisee have legal capacity 

When the promise leads to the formation of a legal obligation in contract law, the promisee will have the legal right to enforce the content of the promise.

For example, if Mary promises to pay Jack $1,000 to paint a room, Jack can expect that Mary will respect her legal promise when he accepts and paints the room.

On the other hand, a promise intended to result in actions or conduct that violate the law, statutes, or public policy will not be considered legally valid or enforceable.

A promise to do or not to do may also be conditional.

When the conditions are materialized, then the promisor must execute on his or her promise.

For example, an insurance company can promise to compensate the insured in the event of a disaster.

If the event of a disaster were to occur (the condition), then the insurance company is obligated to respect its promise.

Promisee definition

How do you define the promisee?

What is the definition of promisee in law?

According to the Cornell Law School’s Legal Information Institute, promisee is defined as follows:

A person to whom a promise is made.

The definition of the promisor is short and sweet.

It’s a person who:

  • Receives the assurance from someone who will do something
  • Is given commitments to perform certain duties
  • Is assured that the promisor undertakes to take certain actions
  • Can legally expect another do refrain from doing something as per promise 

Promisee in contract law

Beneficiary of the promise 

In contract law, a promisee is a person or entity legally entitled to receive the performance of the promise made by the promisor.

For instance, Mary offers Jack $1,000 for him to paint a room.

This is an offer made by Mary to Jack consisting of her “promise” to pay Jack $1,000 if he accepts to paint a room.

When Jack accepts Mary’s offer, they have a legally binding contract.

In that case, Jack will expect Mary to pay him $1,000 once he completes the paint job.

Promise as a covenant 

A promise can be considered a covenant in a contract.

In short, when the content of the promise is reduced to a contract, the promise made is considered a covenant.

For example, a non-compete provision, non-disclosure provision, non-solicitation provision, or non-disparagement provision are all contractual clauses (or covenants) where a person promises not to do something in the future.

In the case of a non-disclosure agreement, the promisor will agree not to disclose any information or material it receives in accordance with the terms of the non-disclosure agreement.

Check out our article on covenant vs contract to learn more about covenants.

Promise not enforceable

In some cases, the promisee may not be able to legally enforce the promise onto the promisor, namely:

  • When the promise violates the law or public policy
  • When the performance of the obligation is prevented by force majeure
  • When the promisee prevents the promisor’s performance 
  • When the promisor’s obligations have been fully discharged by the promisee 
  • When the promisor’s obligations are fully performed 
  • When the promise is made without sufficient consideration 

Promisee and Promisor

What is the difference between promisee vs promisor?

A promisee is a person or entity receiving the promise or the beneficiary of the promisor’s commitment.

A promisor is a person or entity making a promise or committing to doing (or not doing) something.

In contract law, the promisor has the obligation to execute the content of the promise in favor of the promisee at the expense of being considered in breach of contract or being liable for possible damages.

A promisee is a person who can demand that the promisor execute the terms of the promise.

The law affords the promisee the right to legally enforce the terms of the promise against the promisor and seek either specific performance or damages (among other remedies).

Examples of Promisee in a sentence

Let’s look at an example of the word “promisee” in a sentence.

Example in sentence 1:

It’s not fair for the promisee to demand more than what was promised.

Example in sentence 2:

When the promisee made that promise, she had no idea what she was getting into.

Example in sentence 3:

It is expected that the promisee will take legal action if the promisor fails to deliver on time.

Examples of Promisee in a contract 

Example 1: Promissory note

Party A (“Promisor”), hereby unconditionally promises to pay to the order of Party B (“Promisee”) the present sum of one hundred thousand dollars ($100,000), plus interest accruing at the rate of 5%, to or for the benefit of Promisee, until paid in full, payable and due according to the payment scheduled found in the present Agreement.

Example 2: Exploration rights 

Party A (the “Promisor”) makes an unconditional promise to give cash that depends only on the passage of time or a demand by Party B (the “Promisee) for performance is to be recognized as a payable and as an expense in the period the promise is made. 


So what is the legal definition of Promisee?

Who is the promisee?

Let’s look at a summary of our findings.

Promisee meaning:

  • A promisee is a person to whom the promisor makes a promise
  • The promisees are legally entitled to enforce the terms of the promise against the promisor if the contract formation rules were observed 
  • A promise with sufficient consideration and observing contract law rules is legally binding on the person making the promise (promisor) and enforceable by the beneficiary of the promise (promisee)
  • The promisee may legally pursue the promisor for damages or compensation if the promisor breaches the term of the contract 
  • In some cases, the promise cannot be enforced when its objective is illegal, when the duties have been performed, when the obligated party is prevented by factors out of his or her control or other factors 
Accommodation paper
Accord and satisfaction 
Bilateral contract 
Business law 
Covenant not to sue 
Failure of consideration 
Foro conscientiae 
Joint and several 
Illusory promise 
Insufficient consideration 
Non-compete agreement
Non-disclosure agreement 
Non-disparagement agreement
Non-solicitation agreement
Nudum pactum 
Prohibitory injunction 
Promissory estoppel 
Promissory note