Friday, November 8, 2013

Dolan v. McQuaide (Ct. of Special Appeals)

Filed: November 5, 2013
Opinion by: Judge Albert J. Matricciani, Jr.

Held: (1) There was no dispute of material fact on plaintiff's breach of contract and promissory estoppel claims where parties had discussed that plaintiff would help to "plan" the opening of the car wash business, but had not discussed or agreed upon the scope of plaintiff's services.

(2) There was a dispute of material fact on plaintiff's claims for unjust enrichment where there was record evidence of the fair market value of her services.

Facts: The plaintiff and defendant, began a romantic relationship in 1997. They were engaged to be married in 2002. Between 2000 and 2002, they decided to open a car wash business. In exchange for her efforts in planning the business, the defendant agreed that the plaintiff was to be an equal partner in the car wash business and share net profits. The plaintiff performed various services for the car wash business, including drafting a business plan, making financial projections, creating a web site, and writing contracts for the defendant to use with investors and service providers. In 2005, shortly before the car wash was to open, the parties ended their personal and professional relationship. The defendant did not compensate the plaintiff as promised. The plaintiff sued for breach of contract, promissory estoppel, accounting and unjust enrichment.The defendant moved for summary judgment on all claims and prevailed.

Analysis: Breach of Contract and Promissory Estoppel Claims: a breach of contract claim cannot stand if terms are vague or uncertain. Robinson v. Gardiner, 196 Md. 213, 217 (1950). A clear and definite promise is required to sustain a claim of promissory estoppel. Pavel Enterprises, Inc. v. A.S. Johnson Co., Inc., 342 Md. 143, 166 (1996). Here, the parties spoke only in general terms about what the plaintiff would do in exchange for a share in the business. There was thus insufficient specificity to determine whether the plaintiff satisfied her obligations under the agreement. See Mogavero v. Silverstein, 142 Md. App. 259, 273 (2002). The plaintiff performed services, but she did so without having discussed them in detail at the time the alleged oral contract was formed.  Conduct alone cannot form an oral contract or bind another party in promissory estoppel. See generally Alternatives Unlimited, Inc v New Baltimore City Bd. of Sch. Comm'rs, 155 Md. App. 415 (2004). Moreover, there was no evidence from which a fact-finder could reasonably infer a definite set of promises sufficient to give rise to contract or promissory estoppel claims. Thus, there was no dispute of material fact on the claims of breach of contract and promissory estoppel, and summary judgment for the defendant was proper.

Unjust Enrichment Claim: an unjust enrichment claim arises where there are three elements present: (1) a benefit conferred upon the defendant by the plaintiff; (2) appreciation or knowledge by defendant of the benefit; and (3) acceptance or retention of benefit such that it's inequitable for defendant to retain without payment of its value.  Hill v. Cross Country Settlements, LLC, 402 Md. 281, 295 (2007). The appropriate remedy for unjust enrichment is restitution for the plaintiff such that the defendant is no better or worse than he was ex ante. Assessing damages requires a computation of the value of the benefit actually received by the defendant. Here, the plaintiff provided evidence of the fair market value of the services she provided. While the fair market value did not conclusively establish the actual value of her services, such evidence created a genuine issue of fact for the fact-finder. Thus, summary judgment for the defendant on the unjust enrichment claim was unwarranted.

The full opinion is available in .pdf.

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