Commerce owned an office building and hired World Properties as general contractor for improvements. Equity was World’s stucco and surfacing subcontractor under a $17,100 subcontract. Commerce knew of and inspected Equity’s work, and, after completion, gave Equity a punch list of additional remedial work. Equity was not paid by World, did not finish the punch-list work, sued World, and World later entered bankruptcy.
Equity then sued Commerce in a one-count complaint labeled “Quantum Meruit,” alleging that Commerce had accepted Equity’s work without paying anyone for it. At trial, Equity’s president acknowledged that Equity initially expected payment from World, not Commerce. Equity offered no evidence concerning what Commerce had paid World or others on the project.
Commerce asserted that it had paid the general contractor and sought to show that it also paid three unpaid, lien-perfecting subcontractors directly. The trial court excluded the evidence of direct subcontractor payments as irrelevant and entered judgment for Equity for $17,100, relying on Zaleznik. Commerce appealed.
Issue #1
Whether Equity’s claim labeled “quantum meruit” was based on a contract implied in fact or on a contract implied in law, also called quasi contract or unjust enrichment.
Holding
Equity asserted a quasi-contract, or unjust-enrichment, claim—not a contract-implied-in-fact claim.
Reasoning
A contract implied in fact is an actual enforceable agreement inferred from the parties’ conduct rather than expressed in clear promissory words. It rests on the parties’ tacit assent, such as when services are knowingly accepted under circumstances indicating that compensation was understood to be due.
A contract implied in law, by contrast, is a legal fiction imposed to prevent unjust enrichment. It does not require an agreement, dealings, or assent between the parties. Its elements are that the plaintiff conferred a benefit, the defendant knew of it, the defendant accepted or retained it, and it would be inequitable for the defendant to retain it without paying fair value.
Florida decisions have used “quantum meruit” inconsistently, sometimes for implied-in-fact contracts and sometimes as a synonym for quasi contract, unjust enrichment, or restitution. Here, however, Equity sought recovery because Commerce allegedly retained the benefit of its work without paying for it; that theory is quasi contract.
Issue #2
Whether a subcontractor may recover from a property owner on unjust-enrichment grounds when the subcontractor contracted only with the general contractor.
Holding
Yes, but only if the subcontractor has exhausted its remedies against the general contractor and proves that the owner gave no consideration to anyone for the subcontractor’s improvements.
Reasoning
The subcontractor’s contractual counterparty is the general contractor, so the general contractor is the first source from which the subcontractor must seek payment. A quasi-contract claim against the owner is premature until the subcontractor has exhausted remedies against that contractor and remains unpaid.
The owner’s enrichment is unjust only if the owner received the subcontractor’s benefit without paying consideration to any person for it. An owner that has paid the general contractor, or otherwise paid for the pertinent work, has not received a windfall and cannot be required to pay twice merely because the general contractor failed to pay its subcontractor.
These requirements focus the claim on genuine unjust enrichment: the subcontractor must be uncompensated after pursuing its direct contracting party, and the owner must have received something for nothing.
Issue #3
Whether a subcontractor’s failure to perfect or pursue a construction lien bars a quasi-contract claim against the owner.
Holding
No. Florida’s construction-lien statute does not make lien remedies exclusive, and the court expressly receded from contrary language in Maloney.
Reasoning
Section 713.30 makes the construction-lien remedies cumulative to other existing remedies. Thus, a subcontractor’s failure to perfect a lien does not itself eliminate a potential quasi-contract claim against an owner.
The court rejected the suggestion that a subcontractor must first preserve a statutory lien before seeking unjust-enrichment relief. The decisive questions remain whether the subcontractor exhausted remedies against the general contractor and whether the owner paid anyone for the benefit received.
Although quasi contract is sometimes described as equitable in nature, Florida historically treated implied-contract actions as actions at law. The word “equitable” describes the fairness inquiry—whether retention of a benefit is unjust—not a rule that a lien remedy must be pursued as an exclusive legal remedy.
Issue #4
Whether Equity proved the elements of its quasi-contract claim and whether Commerce’s proposed evidence of payments to other subcontractors was relevant.
Holding
No. Equity failed to prove that Commerce had not paid anyone for Equity’s benefit, and Commerce’s payment evidence was relevant; the judgment was reversed and remanded for additional evidence.
Reasoning
In a subcontractor’s unjust-enrichment action against an owner, the owner’s failure to pay anyone for the relevant improvement is an essential element of the subcontractor’s claim, not an affirmative defense for the owner to establish. Equity offered no evidence on Commerce’s payments under the construction contract or on its payments to others for work covered by that contract.
Commerce’s evidence that it paid the general contractor and directly paid other unpaid subcontractors was central to whether Commerce had been unjustly enriched. If Commerce’s payments for the project equaled or exceeded the consideration due for the improvements, Commerce did not receive Equity’s work as an unpaid windfall.
The trial court’s reliance on Zaleznik was misplaced because, in that case, it was undisputed that the owner had received substantial construction work for which it paid no one. Here, the record did not establish what Commerce paid for the project, so the question whether its enrichment was unjust remained unresolved.
On remand, Equity bears the burden to prove by the greater weight of the evidence that Commerce did not make payment to or on behalf of the general contractor covering the benefit Equity conferred. If Equity proves that point, judgment should be entered for Equity; if it does not, judgment should be entered for Commerce.