However, even if the benefits guides could be construed as a written contract, they contain no promises of error-free assistance. ¶ 7 The University urges that, at best, the guides could only be said to form the basis of an implied contract claim, citing Russell v.Bd. of County Comm'rs, Carter County, 1997 OK 80, 952 P.2d 492. We find that even Russell does not support Garst's position.

We also note that the Court of Civil Appeals did not rely upon such an argument when it applied the principles of equitable estoppel in this cause. ¶ 7 The theory of promissory estoppel is grounded in the Restatement (Second) of Contracts § 90 and is incorporated into Oklahoma common law. Russell v. Board of County Commissioners, Carter County, 1997 OK 80, ¶ 27, 952 P.2d 492, 503. Section 90 of the Restatement (Second) of Contracts states in relevant part:

See Hayes, 905 P.2d at 783. See also Black v. Baker Tools, Inc., 107 F.3d 1457, 1461 (10th Cir. 1997); Russell v. Board of County Comm'rs, 952 P.2d 492, 502 (Okla. 1997) ("[I]n order to create an implied contract the promises must be definite."). To determine whether the parties intended to form a contract, five factors are balanced: (a) evidence of "separate consideration" beyond the employee's services; (b) length of employment; (c) employer handbooks and policy manuals; (d) detrimental reliance by the employee; and (e) promotions and commendations. Hinson v. Cameron, 742 P.2d 549, 554-55 (Okla. 1987).

"[A]n employee handbook may form the basis of an implied contract between an employer and its employees if four traditional contract requirements exist: (1) competent parties, (2) consent, (3) a legal object and (4) consideration." Russell v. Bd. of Cnty. Comm'rs, Carter Cnty., 952 P.2d 492, 501-02 (Okla. 1997) (footnote omitted). An employer may disclaim any intent to create an employment contract, but the disclaimer must be clear.

Oklahoma law recognizes that an employee manual or personnel policy may form the basis of an implied contract between an employer and its employees if four traditional contract requirements exist: (1) competent parties; (2) consent; (3) a legal object; and (4) consideration. Russell v. Bd. of County Comm'rs, 1997 OK 80, ¶ 23, 952 P.2d 492, 501, 502. A principal limitation upon recognition of implied contracts via an employee handbook or personnel policy is that the promises in the employee manual must be in definite terms, not in the form of vague assurances. Id.

Sullivan v. Buckhorn Ranch P'ship, 119 P.3d 192, 202 (Okla. 2005). Similarly, to claim promissory estoppel, a plaintiff must allege "(1) a clear and unambiguous promise, (2) foreseeability by the promisor that the promisee would rely upon it, (3) reasonable reliance upon the promise to the promisee's detriment and (4) hardship or unfairness can be avoided only by the promise's enforcement." Russell v. Bd. of Cnty. Com'rs, 952 P.2d 492, 503 (Okla. 1997).

"An inquiry into whether an implied contract exists is normally factual." Dupree v. United Parcel Serv., Inc., 956 F.2d 219, 222 (10th Cir. 1992); See also Russell v. Bd. of County Comm'rs, 952 P.2d 492, 502 (Okia. 1998). In its motion for summary judgment, the Town made two arguments regarding the breach of contract claim: (1) that the Town never adopted the Employee Handbook; and (2) that the Handbook contained disclaimers stating that it does not create an express or implied right of contract of employment and that individuals are employed on an at-will basis.

"An inquiry into whether an implied contract exists is normally factual." Dupree v. United Parcel Serv., Inc., 956 F.2d 219, 222 (10th Cir. 1992); see alsoRussell v, Bd. of County Comm'rs, 952 P.2d 492, 502 (Okla. 1998). In its motion for summary judgment, the Town made two arguments regarding the breach of contract claim: (1) that the Town never adopted the Employee Handbook; and (2) that the Handbook contained disclaimers stating that it does not create an express or implied right of contract of employment and that individuals are employed on an at-will basis.

See Russell v. Bd. of Cty. Comm'rs, Carter Cty., 952 P.2d 492, 501 (Okla. 1998); Langdon v. Saga Corp., 569 P.2d 524, 527-28 (Okla.Civ.App. 1976); Minor v. Mid-America Door Co., 68 P.3d 212 (Okla.Civ.App. 2002) (“implied contractual provisions may restrict an employer's freedom to discharge an employee at will, and that such restrictions may arise from employee manuals, oral assurances, and the like”). However, “[t]wo limitations on the scope of implied contracts via an employee handbook stand identified by extant caselaw: (1) the manual only alters the at-will relationship with respect to accrued benefits and (2) the promises in the employee manual must be in definite terms, not in the form of vague assurances.” Russell, 952 P.2d at 502 (emphasis in original).

Civ. App. 2001) ; Heldman v. Oklahoma , 415 F. Supp. 3d 1012, 1020 (W.D. Okla. 2019) ; Univ.’s Mot. at 33; Pl.’s Resp. to Univ.’s Mot. at 33. Instructive on the general requirements for and limitations of an implied contract, though, is the Oklahoma Supreme Court's decision in Russell v. Board of County Commissioners , 952 P.2d 492 (Okla. 1997). In that case, the Oklahoma Supreme Court discussed the parameters by which "an employee handbook may form the basis of an implied contract between an employer and its employees."