Dinn, Hochman & Potter, L.L.C.
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What is a "quasi contract?"

Valid contracts can take different forms. The type that as a business professional you may be most familiar with is known as an express contract, which is an agreement set forth in a signed writing and the terms of which are included in the agreement document.

There are a couple of other contract types that you may not be familiar with, but which are still enforceable. One is the oral agreement, in which the two sides agree to a course of performance without ever setting forth the details in writing. The other is an implied contract that a court may impose on the parties, which is also known as a "quasi contract."

At the outset, it is important to note that a quasi contract is not an ordinary contract; it is arguable that it is not a contract at all. Rather, the rationale that underlies it is to prevent "unjust enrichment" by one party at the expense of another, which can include situations in which restitution should be made in the interest of fairness. Seen this way, a quasi contract is actually more of an equitable judicial remedy than an agreement, and a court can impose one even if neither party assents to it or if a party objects to it.

Under Ohio law, there are three elements for a quasi-contract claim:

  • a benefit conferred by the plaintiff upon the defendant;  
  • knowledge by the defendant of the benefit;  and
  • retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment.

It is also worth noting that unlike some other states, Ohio does nor require the unjustly enriched party to have done some improper act. Instead, what is important to establish under this state's law is that it would be unfair to let the defendant hold on to benefits conferred to it by the plaintiff.

Depending on your specific factual circumstances, if you are involved in a business contract dispute your commercial and business attorney can assist you in determining whether a contract exists, what terms and conditions it includes, or even whether it would be possible to pursue an equitable remedy such as a quasi-contract if no other agreement exists.

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