HERBERT A. ROSS
U.S. Bankruptcy Judge

       _______________________________x
       In re   Case No. A88-00075-HAR
	           In Chapter 11

        RYAN AIR SERVICE, INC.,
		
                       Debtor(s)
       _______________________________x
       RYAN AIR SERVICE, INC.,
	                   Plaintiff(s),

               v.                            Adv. No. A88-00075-003-HAR

       STATE OF ALASKA, DEPARTMENT OF
       TRANSPORTATION & PUBLIC
       FACILITIES,
                       Defendant(s).          SUPPLEMENTAL MEMORANDUM RE
                                              DENIAL OF PRELIMINARY
                                              INJUNCTION
       _______________________________x

          Ryan Air argued that the State was "equitably estopped" from competitively leasing the St. Mary's airport land. It cited Messerli v. Dept. of Natural Resources, 768 P.2d 1112, 1121 (Alaska 1989), overruled on other grounds, Olson v State. Dept. of Natural Resources, 799 P.2d 289 (Alaska 1990).

          In retrospect, Ryan seems to have been talking more about promissory estoppel rather than equitable estoppel. "The primary difference between promissory and equitable estoppels is that the former is offensive, and can be used for affirmative enforcement of
    2 ABR 81  a promise, whereas the latter is defensive, and can be used only for preventing the opposing party from raising a particular claim or defense (citation omitted)." James v. State of Alaska, _____ P.2d _____, ______ n.9 (Alaska 1991). "We have arguably recognized the availability of promissory estoppel against a governmental entity. See State v. First Nat'l Bank of Ketchikan, 629 P.2d 78, 80-81 (Alaska 1981) (reversing summary judgment against government on promissory estoppel theory because cited promise was in fact kept)." James at _____ n.10.

The elements of a promissory estoppel action are:

       1) The action induced amounts to a substantial change of position;

       2) it was either actually foreseen or reasonably foreseeable by the promisor;

       3) an actual promise was made and itself induced the action or forbearance in reliance thereon; and

       4) enforcement is necessary in the interest of justice.

James at _____. Ryan Air admits that no actual promise by the State has been identifed.

        DATED:  September 6, 1991




                                           HERBERT A. ROSS
                                         U.S. Bankruptcy Judge


Serve:
Roy Longacre, Esq. for Plaintiff 
Carolyn Jones and Brian Bjorkquist, Asst. Attys. Gen'l for Defendant 
M. Gingras, Adv. Case. Mgr.