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Clark-Fitzpatrick, Inc. v. Long Island R. Co.

Court of Appeals of New York

October 9, 1987, Argued ; November 17, 1987, Decided

No Number in Original

Case Summary

Procedural Posture

Plaintiff contractor brought suit against defendant commuter railroad. The Appellate Division of the Supreme Court in the Second Judicial Department (New York) affirmed the trial court's order granting the railroad's motion to dismiss the contractor's negligence and quasi contract claims as well as its demand for punitive damages. The appellate court requested that the court answer the certified question of whether its order was properly made.


The contractor brought suit against the railroad, which was a public benefit corporation, after problems developed with a track improvement project. The court held that in light of the essential public function served by the railroad in providing commuter transportation and the public source of much of its funding, the railroad should receive the same immunity from punitive damages as did the state and its political subdivisions. Imposing such damages, it added, would only serve to punish taxpayers. It held that the quasi contract action was properly dismissed, stating that it was impermissible to seek damages in quasi contract where, as here, a plaintiff had fully performed on a valid written agreement, the scope of which clearly covered the dispute between the parties. It held that the negligence claims were also properly dismissed, stating that the contractor had not alleged the violation of a legal duty independent of the contract and thus could not transform a simple breach of contract claim into a tort claim.


The court answered the certified question, whether the appellate court's order was properly made, in the affirmative. It affirmed the appellate court's order.

LexisNexis® Headnotes



Civil Procedure > Remedies > Damages > Punitive Damages

Governments > State & Territorial Governments > Claims By & Against

Torts > ... > Punitive Damages > Availability > Governmental Entities

Civil Procedure > Remedies > Damages > General Overview

HN1  Damages, Punitive Damages

The state and its political subdivisions are not subject to punitive damages.


Business & Corporate Law > Nonprofit Corporations & Organizations > General Overview

Governments > State & Territorial Governments > Claims By & Against

HN2  Business & Corporate Law, Nonprofit Corporations & Organizations

Although public benefit corporations created by the state for the general purpose of performing functions essentially governmental in nature are not identical to the state or any of its agencies, but rather enjoy, for some purposes, an existence separate and apart from the state, its agencies and political subdivisions, a particularized inquiry is necessary to determine whether for the specific purpose at issue the public benefit corporation should be treated like the state.


Business & Corporate Compliance > ... > Contracts Law > Types of Contracts > Quasi Contracts

Contracts Law > Remedies > Restitution

Contracts Law > Types of Contracts > General Overview

HN3  Types of Contracts, Quasi Contracts

The existence of a valid and enforceable written contract governing a particular subject matter ordinarily precludes recovery in quasi contract for events arising out of the same subject matter. A "quasi contract" only applies in the absence of an express agreement, and is not really a contract at all, but rather a legal obligation imposed in order to prevent a party's unjust enrichment. Indeed, quasi contracts are not contracts at all, although they give rise to obligations more akin to those stemming from contract than from tort. The contract is a mere fiction, a form imposed in order to adapt the case to a given remedy. Briefly stated, a quasi-contractual obligation is one imposed by law where there has been no agreement or expression of assent, by word or act, on the part of either party involved. The law creates it, regardless of the intention of the parties, to assure a just and equitable result.

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70 N.Y.2d 382 ; 516 N.E.2d 190 ; 521 N.Y.S.2d 653 ; 1987 N.Y. LEXIS 18964 

Clark-Fitzpatrick, Inc., Appellant, v. Long Island Rail Road Company, Respondent, et al., Defendant

Prior History:  [1]  Appeal, by permission of the Appellate Division of the Supreme Court in the Second Judicial Department, from an order of that court, entered November 3, 1986, which unanimously affirmed an order of the Supreme Court at Special Term (Angelo D. Roncallo, J.), entered in Nassau County, granting a motion by defendant Long Island Rail Road Company to dismiss those causes of action of the amended complaint sounding in negligence and quasi contract and that portion of the amended complaint seeking punitive damages. The following question was certified by the Appellate Division: "Was the order of this court, dated November 3, 1986, properly made?"

Clark-Fitzpatrick, Inc. v Long Is. R. R. Co., 124 AD2d 534.

Disposition: Order affirmed, etc.