Dolan v. McQuaide - 215 Md. App. 24, 79 A.3d 394 (2013)

Rule:

Conduct can serve as the basis for contract implied in law or fact. But conduct cannot form an oral contract, and it cannot bind a counter-party in promissory estoppel where there has been no definite promise to perform the alleged conduct.

Facts:

Dolan and McQuaide were engaged to be married in 2002. Sometime between 2000 and 2002, the parties decided to open a carwash business. According to the complaint, "In consideration [for Dolan's] efforts to do the planning, financial and otherwise, for Diamond Car Wash, [McQuaide] agreed and contracted that he and the Plaintiff would be equal partners in the venture, and would share the net profits therefrom equally." Between 2002 and 2005, Dolan provided various services to McQuaide and his nascent business, "Diamond Car Wash." Among other things, Dolan drafted a business plan and financial projections, wrote contracts for McQuaide to use with his architect, general contractor, and investors,  and created a logo and website for the business. The parties' personal and professional relationship ended just before Diamond Carwash opened, in October of 2005. According to Dolan's complaint, McQuaide did not compensate her as promised, and he refused to allow her to inspect the business's records. Dolan therefore brought claims against McQuaide, including for breach of contract, promissory estoppel, accounting, and unjust enrichment. After an appeal and remand, noted above, the trial court granted summary judgment in favor of McQuaide on all counts except unjust enrichment. The date stamp on that judgment reads "12 Feb-6 PM 1:05." Dolan's counsel apparently believed that "12" indicated the day, rather than the year, of the judgment, and so did not file a motion to revise judgment until March 15, 2012. The circuit court struck Dolan's motion as untimely and granted McQuaide's motion to alter or amend, thereby granting summary judgment in his favor on all counts. Dolan appealed.

Issue:

Did the trial court err when it granted McQuaide's motion for summary judgment on breach of oral contract and promissory estoppel, where there was no evidence that the parties had discussed and agreed upon the scope of Dolan’s services?

Answer:

No.

Conclusion:

The court held that Dolan did not generate a genuine dispute of material fact showing promissory estoppel or an oral contract where the only terms communicated between the parties were that McQuaide would help to "plan" the opening of a carwash business. An express contract arises from verbal communication of definite terms; 2) a contract implied-in-fact arises from actions implying definite terms; and 3) unjust enrichment arises from actions that do not imply definite terms. Quantum meruit is a theory of recovery that can take more than one value in a given case. In an action for breach of contract implied-in-fact, the quantum meruit value is the market price of the plaintiff's services; in an action for unjust enrichment, the quantum meruit value is the benefit actually conferred upon the defendant. The two values can be identical, and evidence of the former is prima facie evidence of the latter. Therefore, Dolan’s evidence of the fair market value of her services generated a genuine dispute as to whether McQuaide received a benefit from Dolan’s services.