Commerce P'ship 8098 Ltd. P'ship v. Equity Contracting Co.

695 So. 2d 383 (Fla. Dist. Ct. App. 1997)



A contract implied in law, or quasi contract, is one form of an enforceable contract; it is based on a tacit promise, one that is inferred in whole or in part from the parties' conduct, not solely from their words. A contract implied in law is not based upon the finding, by a process of implication from the facts, of an agreement between the parties. A contract implied in law is a legal fiction, an obligation created by the law without regard to the parties' expression of assent by their words or conduct. The fiction was adopted to provide a remedy where one party was unjustly enriched, where that party received a benefit under circumstances that made it unjust to retain it without giving compensation.  The elements of a cause of action for a quasi contract are that: (1) the plaintiff has conferred a benefit on the defendant; (2) the defendant has knowledge of the benefit; (3) the defendant has accepted or retained the benefit conferred and (4) the circumstances are such that it would be inequitable for the defendant to retain the benefit without paying fair value for it.


A company sued a corporation and its general partner for quantum meruit for the surfacing of an office building. The corporation did not pay the company for subcontractor work it completed on certain improvements even if the corporation got paid for the improvements. As such, the company claimed the corporation was unjustly enriched because it had accepted the company's services as a subcontractor without paying any entity for them. After the trial court ruled for the company, the corporation appealed to the Court of Appeal of Florida.


Did the trial court rule properly for plaintiff that defendant received quantum meruit for the surfacing of an office building?




The court held that the company did not prove at trial that the corporation had not made payment to any party for the benefits conferred on the property by the company. This was not an affirmative defense, but an essential element of a quasi contract claim by a subcontractor against an owner. Thus, the court reversed the ruling and remanded the case back to the trial court because what the corporation paid on the project was not fully litigated, so whether its enrichment was unjust was an open question. The court also noted that, contrary to the trial court's evidentiary ruling, the corporation's attempt to prove that it had paid money directly to subcontractors for work on the building was relevant to issues in the case and that what it expended on the project was central to the cause of action.

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