An implied-in-fact contract is a true contract, containing all necessary elements of a binding agreement; it differs from other contracts only in that it has not been committed to writing or stated orally in express terms, but rather is inferred from the conduct of the parties in the milieu in which they dealt. A quasi-contract, on the other hand, is not a contract at all, but a duty thrust under certain conditions upon one party to requite another in order to avoid the former's unjust enrichment. The principles governing the two remedies differ, though in particular cases they may dictate the same result.
The businessman, who was president of a consulting and research firm, was responsible for introducing defendants, who subsequently began developing waterfront property. Because there was no oral or written agreement for a finder's fee, the businessman relied upon two theories of recovery: an implied-in-fact contract and a quasi-contract. The district court rejected both theories and granted defendants' summary judgment motion. The businessman approved.
Was an implied-in-fact or a quasi-contract created?
The court affirmed the judgment. The court was unable to perceive any factual basis upon which it could have been asserted that, at the time of the introduction, the businessman looked forward to any finder's fee for himself, as distinguished from a fee and future business for his company. His silence at multiple meetings indicated unequivocally that at most the gain he then anticipated was work and compensation for his company. There simply was no basis on which a jury could rationally have found that when he brought the parties together he entertained any thought of a finder's fee for himself or that those with whom he dealt held the payment of such a fee in prospect. These circumstances defeated both his implied-in-fact and his quasi-contract claim.