Legal Memorandum: Claim under a Quasi-Contract Theory

Issue: Under Alabama law, what are the elements of a claim prosecuted under a quasi-contract theory?

Area of Law: Business Organizations & Contracts
Keywords: Quasi-contract theory; Doctrine of unjust enrichment
Jurisdiction: Alabama
Cited Cases: None
Cited Statutes: None
Date: 07/01/2007


It has been said that the doctrine of unjust enrichment is the modern designation for the older doctrine of quasi-contract, and that quasi-contract and implied-at-law contract are equivalent terms for the same equitable remedy.  See Richard A. Lord, 6 Williston on Contracts § 68:1 (4th ed. 2007).  A contract implied-in-law, or quasi-contract, is imposed by law for the purpose of bringing about justice, without reference to the intention of the parties.  See Wanaque Borough Sewerage Auth. v. Twp. of West Milford, 677 A.2d 747 (N.J. 1996).  It is the concept of duty that defines the quasi-contract, and the scope of that duty is a question of law to be decided by the court.  Id.  The concept of unjust enrichment is key:  as in the equitable doctrine of restitution, the key requirement of a quasi-contract claim is that one party has been unjustly enriched at the expense of the other. Recovery under the doctrine of quasi-contract, as well as under the doctrine of restitution, is generally measured by the amount the defendant has benefited from the plaintiff’s performance.  Id. 

Classic doctrine held that the only restriction on the power of the court to create a quasi-contractual obligation was that the obligation be of a sort that would have been enforceable in a common-law contract action.  See Lord, supra, 1 Williston on Contracts § 1:6.   Currently, however, courts may impose any obligation that justice demands; the only real limit to establishing a quasi-contractual obligation […]