In March 1987, William Tack berry, a real estate agent for Weather Co. Realtors, informed Thomas Ryan, a local developer, that he knew of property Ryan might be interested in purchasing. Ryan indicated he was interested in knowing more about the property. Tack berry disclosed the property’s identity and the seller’s proposed price. Tack berry also stated that the purchaser would have to pay Weather a 10 percent commission. Tack berry met with the property owner and gathered information concerning the property’s current leases, income, expenses, and development plans. Tack berry also collected tax and zoning documents relevant to the property. In a face-to-face meeting on April 4, Tack berry gave Ryan the data he had gathered and presented Ryan with a letter calling for a 10 percent fi nerd’s fee to be paid to Weather by Ryan upon “successfully completing and closing of title.” Tack berry arranged a meeting, held three days later, where Ryan contracted with the owner to buy the land. Ryan refused, however, to pay the 10 percent finder’s fee to Weather. The trial and appellate courts found that Ryan and Weather had entered into a binding contract. Ryan appealed.
DECISION Judgment for Weather modified and remanded to the trial court to determine the amount of plaintiff’s recovery.
OPINION This case presents two issues. whether Ryan and Tack berry entered into an enforceable agreement and, if not, whether Weather is entitled to recover the reasonable value of Tack berry’s services on a theory of quantum merit. The record is insufficient to support a finding that Tack berry and Ryan mutually manifested assent to the essential terms of the contract. First, Ryan never expressly assented to the terms of Tack berry’s offer. Although Ryan expressed interest in learning more about the property, neither his expression of interest nor his agreement to meet with Tack berry to learn more about the transaction was sufficient to establish the “unqualified acceptance” necessary to manifest express assent. Moreover, Ryan refused to agree to the 10 percent figure during the April meeting and thereafter consistently rejected that term. Thus, the parties never formed an express contract.
In some circumstances, courts will allow recovery even though the parties’ words and actions are insufficient to manifest an intention to agree to the proffered terms. Recovery based on a quasi-contract, sometimes referred to as a contract implied in law, is wholly unlike recovery based on an express or implied-in-fact contract in that the law imposes it for the purpose of bringing about justice without reference to the parties’ intentions. Applying that principle, courts have allowed quasi-contractual recovery for services rendered when a party confers a benefit with a reasonable expectation of payment. That type of quasi-contractual recovery, known as quantum merit, entitles the performing party to recoup the reasonable value of the services he has rendered. In this case, Tack berry furnished Ryan with information about the property with an expectation that Ryan would pay a brokerage fee, and Ryan himself admitted at trial that he had always intended to compensate Tack berry for his services. To deny Tack berry compensation for services rendered would unjustly enrich Ryan. The commission amount should be determined on the basis of proofs showing the reasonable value of Tack berry’s services, including evidence of customary brokers’ fees for similar transactions.
INTERPRETATION the courts impose a quasi-contractual obligation to pay the reasonable value of a benefit conferred in order to avoid unjust enrichment.
CRITICAL THINKING QUESTION why does the law allow a recovery in quasi contract?