In most cases, businesses memorialize their professional relationships with written contracts.
In others, however, the parties may forego a written contract, whether for convenience or because the parties are familiar with one another.
Unfortunately, even the best of business relationships can go sour, and when they do, these non-contractual agreements can leave one party in a bad position.
To account for these situations, the law provides a remedy called quantum meruit. Florida business owners who conduct any transactions without a contract should familiarize themselves with this doctrine, as it may provide a much-needed remedy.
“Many business disputes arise when one party takes actions to benefit the other party before they settle on a final contract. Quantum meruit helps to ensure that the acting party is treated fairly.”Florida Business Disputes Attorney Michael Long
Quantum Meruit Florida Definition
Quantum meruit is a legal term that means “as much as deserved.” It is a doctrine that allows one party to recover the reasonable value of goods or services provided to someone else, even in the absence of an express written agreement.
Ordinarily, the absence of a contract means neither party is bound by any promise to the other.
As a result, the party receiving the goods or services technically has no obligation to make any payment.
Of course, the law recognizes that this is not fair and therefore implies the existence of a contract (sometimes called a contract “implied in fact”) in certain situations to correct for this unfairness.
Quantum meruit is one example of that correction. Whether the actual contract is half-performed or never existed at all, damages in quantum meruit provide a way for a party to recover the reasonable value of goods or services provided to another party.
When Does Quantum Meruit Apply?
Quantum meruit applies when the parties’ conduct forms a relationship of a contractual nature. A party may have a claim for quantum meruit when
- A contract exists, but the parties disagree about certain essential terms (such as the price);
- The parties have a written contract, but it terminates before either or both parties completely perform their obligations under it;
- One party performs beyond the scope of the original agreement; or
- There is no contract at all.
For example, imagine a real estate developer works with a construction contractor to build a new condo building.
During the building process, the contractor makes some valuable additions to the project that were not originally in the contract. Once the project is complete, the contractor may have a claim for a quantum meruit for those valuable additions.
Elements of a Quantum Meruit Claim
To succeed on a claim for quantum meruit, a plaintiff must prove three elements:
- That the plaintiff provided a benefit to the defendant;
- The defendant accepted or retained that benefit; and
- The plaintiff reasonably expected payment from the defendant, but the defendant made no such payment.
The key is that the plaintiff must have reasonably expected payment from the defendant. As an equitable remedy, quantum meruit claims are based on what is fair.
If the plaintiff provided some goods or services, but realistically had no reason to believe they’d be compensated for it, then quantum meruit likely doesn’t apply.
That said, like all parts of contract law, quantum meruit is dependent on the facts of each case. An Orlando contract attorney can help you if you have questions about whether you have a claim in quantum meruit.
What Is the Statute of Limitations for Florida Quantum Meruit Claims?
In Florida, the statute of limitations for quantum meruit is four years.
The time starts running after the last element constituting the cause of action occurs.
For quantum meruit claims, that means the clock begins at the time when the plaintiff expects payment but the defendant makes no payment.
Is Quantum Meruit Different From Unjust Enrichment?
Legally speaking, quantum meruit and unjust enrichment are separate remedies in contract law.
Unjust enrichment is another type of equitable remedy that imposes a moral duty to pay. It allows a party to recover the actual value of the benefit provided in situations where no implied or actual contract exists, based on principles of fairness and justice.
By contrast, quantum meruit is much more based on the fundamental aspects of contract law, since it operates by implying the existence of a contract.
Do You Have a Claim for Quantum Meruit?
Transacting business can be complicated, especially when one party doesn’t hold up its end of the bargain. BrewerLong provides experience legal representation to small and medium-sized Florida businesses in a variety of business law matters.
If you’re facing non-payment for work you completed, contact us today online or by phone at 407-660-2964 to schedule a consultation.
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