A 

quasi-contract (or implied-in-law contract) is a fictional contract created by courts for equitable,

not contractual purposes[1]. A quasi-contract is not an actual contract, but is a legal substitute for a contract formed to

impose equity between two parties. The concept of a quasi-contract is that of a contract that should have been

formed, even though in actuality it was not. It is used when a court finds it appropriate to create an obligation upon a

non-contracting party to avoid injustice and to ensure fairness.[2] [3] [4] It is invoked in circumstances of unjust

enrichment,[4] and is connected with the concept of restitution.

Generally the existence of an actual or implied-in-fact contract is required for the defendant to be liable for services

rendered, and a person who provides a service uninvited is an officious intermeddlerwho is not entitled to

compensation. "Would-be plaintiffs cannot deliver unordered goods or services and demand payment for the

benefit....A corollary is that one who does have an enforceable contract is bound by the contract's terms: subject to a

few controversial exceptions, she cannot sue for restitution of the value of benefits conferred..." [5] However, in many

jurisdictions under certain circumstances plaintiffs may be entitled to restitution under quasi-contract (as in the

example of Oklahoma below).

Quasi-contracts are defined to be "the lawful and purely voluntary acts of a man, from which there results any

obligation whatever to a third person, and sometime a reciprocal obligation between the parties."[6] It "is not

legitimately done, but the terms are accepted and followed as if there is a legitimate contract."[7]

Contents

 [hide]

1 Elements

2 Contract

compared

3 Liability

4 Examples

5 See also

6 Notes

[edit]Elements

According to the Oklahoma pattern jury instructions, the elements of quasi-contract are:

# Plaintiff furnished / rendered valuable goods / services to Defendant with a reasonable expectation of being
compensated;

1. Defendant knowingly accepted the benefits of the goods / services; and

2. Defendant would be unfairly benefited by the services / receiving the goods if no compensation

were paid to the Plaintiff.

—[8]

Knowledge, the second element, is required, and if the defendant had no knowledge of the benefits, there would be

no contract of any kind, even a quasi-contract.[3]

[edit]Contract compared

In contracts, it is the consent of the contracting parties which produces the obligation; in quasi-contracts no consent is

required, and the obligation arises from the law or natural equity, on the facts of the case. These acts are called

quasi-contracts, because, without being contracts, they bind the parties as contracts do.[citation needed]

"A quasi-contract is not really a contract at all in the normal meaning of a contract," according to one scholar, but

rather is "an obligation imposed on a party to make things fair."[3]

The Oklahoma Supreme Court has:

described the distinction between a contract and a quasi-contract in T & S Inv. Co. v. Coury, 593 P.2d 503 (Okla.
1979), as follows:

A "quasi" or constructive contract is an implication of law. An "implied" contract is an implication of fact. In the former

the contract is a mere fiction, imposed in order to adapt the case to a given remedy. In the latter, the contract is a fact

legitimately inferred. In one the intention is disregarded; in the other, it is ascertained and enforced. In one, the duty

defines the contract; in the other, the contract defines the duty. (quoting from Berry v. Barbour, 279 P.2d 335, 338

(Okla. 1954)).

—Oklahoma Uniform Jury Instructions, § 23.10 citing cases therein at [8].

[edit]Liability

The defendant's liability under quasi-contract is equal to the value of the benefit conferred by the plaintiff. The value is

the fair market value of the benefit and not necessarily the subjective value that the defendant enjoys.[citation needed] A

traditional measure of the fair market value is called quantum meruit, for "as much as is deserved."[citation needed] For

example, accountant prepares tax-payer's taxes, finding a way to get him an unusually large refund. Tax-payer

doesn't pay accountant. Assuming a court finds no contract, tax-payer is only liable for the fair market value of tax

preparation services, which is not inflated up to account for the unusually large refund he enjoyed.[citation needed]

Under Oklahoma law:

The measure of damages in a quasi-contract action is the amount which will compensate the party aggrieved for the
detriment proximately caused thereby, and, if the obligation is to pay money, the detriment caused by the breach in
the amount due by the terms of the obligation.
—Welling v. American Roofing & Sheet Metal Co., Inc., 617 P.2d 206, 209-210 (Okla. 1980), cited at [8].

The party to be charged is any defendant, or in the case of a guarantee or surety, a co-defendant, in a breach of

contract lawsuit.

[edit]Examples
An example of a quasi-contract is the case of a plumber who accidentally installs a sprinkler system in the lawn of the

wrong house. The owner of the house had learned the previous day that his neighbor was getting new sprinklers.

That morning, he sees the plumber installing them in his own lawn. Pleased at the mistake, he says nothing, and then

refuses to pay when the plumber hands him the bill. Will the man be held liable for payment? Yes, if it could be

proven that the man knew that the sprinklers were being installed mistakenly, the court would make him pay because

of a quasi-contract. If that knowledge could not be proven, he would not be liable.[citation needed]

Examples of quasi-contracts vary by jurisdiction. A painter, who mistakenly paints a house with the owner's

knowledge, can sue in court to get paid.[3] A mechanic who fixes the brakes to a car as requested, but who also

makes repairs to the axle (without which the brakes would not function properly), has an implied quasi-contract.[2] For

a casual job, there is almost never a written contract, but often a quasi-contract.[7] A homebuilder who signs a contract

with a purported agent, who actually has no authority, can recover the cost of the services and materials from the

homeowner

Most of us are familiar with the term contract, which refers to a legal agreement that binds the parties with duties and
obligations. The consenting parties agree to the conditions of the contract, either orally or in writing and such
contracts are enforceable in a court of law. In order to be classified as a true valid contract, there must be an offer,
acceptance between the parties for a valid and legal consideration. However, there is one type of contract, wherein
these factors are not needed for the formation of a contract. There is no contract between the parties, till the court
creates it. Quasi contracts, which are otherwise known as implied-in-law contract or an implied contract, are created
by courts to prevent one party from getting unjust enrichment at the expense of the other. Read on to know more
about quasi contract theory.

What Does Quasi Contract Mean?

Quasi contract definition says that it is an arrangement created and enforced by a court to prevent one party from
being unjustly enriched by another, in the absence of a valid contract between the parties. In short, when there is an
absence of a contract, the court implies that there is a contract, according to which the parties are binding. The
meaning of quasi contract can be explained with the following example.

A is knocked down by a vehicle. B, a stranger, who found A on the road in an unconscious state, takes A to a doctor.
C, the doctor, provides treatment to A, who is in an unconscious state. In such a situation, there is no contract
between A and C and A can claim that he is not liable to pay for the services offered by the doctor, as he was
unconscious at the time of treatment and there is no agreement between the two.

It is in such situations, the theory of a quasi contract applies. In this case, the doctor (C) has spent his valuable time
to treat the accident victim (A) and so, the doctor is liable to be paid by A for the services rendered by the former. If A
fails to do so, the court can apply the doctrine of quasi contract and order A to pay C. This is to prevent the unjust
enrichment of A at the expense of C. Read more onhow to write a contract.
More About Quasi Contract

Now, you have a fair idea about quasi contract. There is no contract between the parties to the dispute, but the court
implies that there is a contract, according to which, the defendant has to pay for the services rendered by the plaintiff.
The following paragraphs can give you more details about the concept of a quasi contract.

Liability: In general, the quasi contract doctrine is applied in disputes regarding payment of goods delivered or
services rendered. If there is no valid contract between the parties, the main question that arises in such situations is
the liability of the defendant. As the aim of this doctrine is to prevent unjust enrichment of one party, at the expense of
the other, the damages are usually restricted to the value of the services rendered or the cost of the materials
delivered. In short, the liability of the party who has enjoyed unjust benefits is limited to the value of that benefit only.
If the damages exceed that value, the whole concept of quasi contract will be defeated, as it will be unfair for the
defendant.

Quasi Contract and Implied-in-fact Contract: The characteristic feature of a quasi contract is the absence of a
contract or a mutual consent between the parties. Quasi contracts are often confused with implied-in-fact contracts.
Implied-in-fact contracts are also not contracts in the true sense, as they lack a written agreement. In case of the
latter, even though there is no contract between the parties as per the facts, the actions and words of the parties
amount to mutual consent over the disputed matter. The difference between the two can be illustrated with an
example. A approaches a doctor for treatment. Here, there is a mutual consent between A and the doctor. As A
expects treatment from the doctor, the doctor expects payment from A for his services. This is an example of implied-
in-fact contract, wherein the conduct of the parties suggested a mutual consent. But, in a quasi contract (as per the
example given above), the parties to the dispute did not even know each other. So, there is no question of consent
between them.