WPI 301A.02 Quasi Contract

If plaintiff has combined a quasi contract claim with a contract claim, include the first bracketed phrase. Combine this instruction with WPI 303.08 (Contract—Damages), as appropriate.

Use this instruction with WPI 21.01 (Meaning of Burden of Proof—Preponderance of the Evidence).

This instruction has been modified for this edition. The elements have been changed to conform more closely to the Washington Supreme Court's decision in Young v. Young, 164 Wn.2d 477, 484, 191 P.3d 1258 (2008):

Young, 164 Wn.2d at 484 (quoting Bailie Commc'ns, Ltd. v. Trend Bus. Sys., Inc., 61 Wn.App. 151, 159–60, 810 P.2d 12 (1991) (equating unjust enrichment with quasi contract)).

Nature of quasi contract claim. A quasi contract is also called a contract implied in law. It is not, however, based on contract at all. Instead it “arises from an implied duty of the parties,” not based on consent or agreement but on equitable principles calling for the prevention of unjust enrichment. Heaton v. Imus, 93 Wn.2d 249, 252, 608 P.2d 631 (1980); Granville Condo. Homeowners Ass'n v. Kuehner, 177 Wn.App. 543, 312 P.3d 702 (2013) (court held against condominium association finding tenant-at-will could not be held liable for owner's delinquent assessments). A quasi contract has also been described as a common law action for “restitution” which employs unjust enrichment as an independent basis of substantive liability. Davenport v. Wash. Educ. Ass'n, 147 Wn.App. 704, 725, 197 P.3d 686, 697 (2008). “Restitution” has been described as both a cause of action and a remedy.” Restatement (Third) of Restitution and Unjust Enrichment § 1 cmt. a (2011).

A contract implied in law, i.e., quasi contract, should not be confused with a contract implied in fact, which is a contract with a different remedy, i.e., quantum meruit. Young, 164 Wn.2d, at 483–86.

A party to a valid express contract may not bring an action on a quasi (implied in law) contract related to the same subject matter. Chandler v. Wash. Toll Bridge Auth., 17 Wn.2d 591, 604, 137 P.2d 97 (1943); Pierce Cnty. v. State, 144 Wn.App. 783, 185 P.3d 594 (2008) (trial court properly found implied contract in addition to express contract because express contract did not address responsibility to provide long-term care). Recovery in quasi contract is appropriate when money, property, or some other form of benefit is placed in one person's possession under such circumstances that “in equity and good conscience that person ought not to retain it.” Fam. Med. Bldg., Inc. v. Dep't of Social & Health Servs., 37 Wn.App. 662, 669–70, 684 P.2d 77 (1984), affirmed in part and reversed in part, 104 Wn.2d 105, 702 P.2d 459 (1985).

Right to a jury. The state constitution protects the right to a jury trial in purely legal actions but not in purely equitable actions. Const. art. I, § 21; Auburn Mech., Inc., v. Lydig Constr., Inc., 89 Wn.App. 893, 897, 951 P.2d 311 (1998). Many quasi contract claims have both equitable and legal aspects; these claims are based on equitable principles, but they usually seek the legal remedy of monetary damages (as opposed to the more traditional equitable remedies of injunction, specific performance, or constructive trust). Auburn Mech., 89 Wn.App. at 901–02.

The Court of Appeals has held that whether a quasi contract action is a legal action depends on the nature of the requested relief. A quasi contract claim that seeks only monetary damages is a legal claim triggering the right to a jury trial. See Auburn Mech., 89 Wn.App. at 905. When a plaintiff seeks both damages and a more traditional equitable remedy, the court will need to balance several factors in determining whether the action is primarily legal or equitable. See Auburn Mech., 89 Wn.App. at 898, 905. Doubts about the legal vs. equitable nature of the action should be resolved in favor of a jury trial. Shepler Constr., Inc. v. Leonard, 175 Wn.App. 239, 306 P.3d 988 (2013); Auburn Mech., 89 Wn.App. 893.

Elements. The doctrine requires a showing “that not only was the party sought to be held enriched, but the enrichment must be unjust.” Chandler, 17 Wn.2d at 603. As to the first point, the plaintiff must establish that the defendant received a “benefit,” broadly defined.

Chandler, 17 Wn.2d at 602 (quoting Restatement (First) of Restitution § 1(b) (1937)).

The “mere fact that a person benefits another is not of itself sufficient” to require the other to make restitution, however. Chandler, 17 Wn.2d at 601. It must also be demonstrated that the enrichment, or retention of the benefit, is “unjust.” See also Puget Sound Sec. Patrol, Inc. v. Bates, 197 Wn.App. 461, 389 P.3d 709 (2017).

When a person performs services or confers a benefit “unconditionally,” that person will not be entitled to restitution except “where the benefit was conferred under circumstances making such action necessary for the protection of the interests of the other or of third persons.” Even if an “emergency” exception applies, however, it must appear that the service was performed with the intent to ask for remuneration. Chandler, 17 Wn.2d at 603.

In addition, the benefits must have been purposely rendered to the defendant. A plaintiff cannot recover in quasi contract when he performed services under a contract with a third party, and the benefits to the defendant were “purely incidental.” Chandler, 17 Wn.2d at 604.

Remedy. The basic remedy for a successful claim in quasi contract (i.e., a contract implied in law) is unjust enrichment. Young, 164 Wn.2d at 483–86 (distinguishing the remedy of unjust enrichment from that of quantum meruit, with the former applying to contracts implied in law and the latter to contracts implied in fact). The Young court rejected previous opinions that had imprecisely indicated that the remedy for contracts implied in law is quantum meruit, see, e.g., Heaton, 93 Wn.2d at 252; Auburn Mech., 89 Wn.App. at 904; see DeWolf, Allen, & Caruso, 25 Washington Practice, Contract Law and Practice § 1:9 (3d ed.); Comment to WPI 303.08 (Contract—Damages—Restitution).