Gem Broadcasting, Inc. v. Minker

763 So. 2d 1149 (Fla. Dist. Ct. App. 2000)

 

RULE:

A contract implied in fact 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. Where an agreement is arrived at by words, oral or written, the contract is said to be "express." A contract implied in fact is not put into promissory words with sufficient clarity, so a fact finder must examine and interpret the parties' conduct to give definition to their unspoken agreement. It is to this process of defining an enforceable agreement that Florida courts have referred when they have indicated that contracts implied in fact rest upon the assent of the parties. 

FACTS:

The trial court found that a contract implied in fact existed between appellee and appellant for appellee to provide appellant with consulting services. Appellant argued that appellee could not recover on a "quantum meruit" claim because he failed to establish that he conferred a benefit on appellant. Appellant's argument confused a contract implied in fact with a contract implied in law. The court held that a contract implied in fact was based on a tacit promise, one that was inferred in whole or in part from the parties' conduct, not solely from their words.

ISSUE:

Was there a valid contract implied in fact?

ANSWER:

Yes.

CONCLUSION:

Gem also argues that Minker may not recover on a "quantum meruit" claim because he failed to establish that he conferred a benefit on the company. Gem's argument confuses a contract implied in fact with a contract implied in law. In Commerce Partnership 8098 Limited Partnership v. Equity Contracting Co., 695 So. 2d 383 (Fla. 4th DCA 1997) (en banc), we recognized that the term "quantum meruit" has been applied to  contracts implied in fact as well as to those implied in law. The court wrote in Commerce Partnership that:

A contract implied in fact 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. Where an agreement is arrived at by words, oral or written, the contract is said to be "express." A contract implied in fact is not put into promissory words with sufficient clarity, so a fact finder must examine and interpret the parties' conduct to give definition to their unspoken agreement. It is to this process of defining an enforceable agreement that Florida courts have referred when they have indicated that contracts implied in fact "rest upon the assent of the parties."

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