Opinion
No. 0-335 / 99-1230.
Filed November 8, 2000.
Appeal from the Iowa District Court for Polk County, J.W. JORDAN, Judge.
The plaintiff appeals an adverse district court ruling on its declaratory judgment action against the defendants based on a contractual dispute concerning seed corn research. AFFIRMED.
Raymond Michael Ripple, Wilmington, Delaware, and William J. Hunnicutt of Faegre Benson, L.L.P., Des Moines, for appellant.
Sean P. Moore of Brown, Winick, Graves, Gross, Baskerville Schoenebaum, P.C., Des Moines, for appellee.
Heard by SACKETT, C.J., and HUITINK and MAHAN, JJ.
I. Background Facts and Proceedings .
From 1990 through 1996 DuPont and NuCrops entered into annual agreements concerning field tests of hybrid seed corn. In exchange for a fee, NuCrops would locate an appropriate parcel of land, plant the seed, and conduct the required research.
In January 1997 DuPont again contacted NuCrops concerning field tests for crop year 1997. These tests were cancelled, however, when the parties could not reach an agreement on the amount of rent for the land needed for the test. DuPont refused to pay NuCrops for services rendered prior to cancellation of the 1997 field tests resulting in this litigation.
DuPont filed a petition for declaratory judgment requesting the court determine its liability on NuCrops's claim. NuCrops counterclaimed seeking recovery under theories of breach of contract, promissory estoppel, and quantum meruit.
The trial record includes evidence of the parties' prior contractual experiences and discussions prior to the cancellation of the 1997 field tests. Based on this evidence, the court found:
It is clear that Plaintiffs [DuPont] induced the Defendant-Counter claimant [NuCrops] to perform services establishing the environment required by Plaintiffs for their test in anticipation of entering into the 1997 agreement. The Defendant-Counter claimant did in fact exert considerable efforts to do so. The question remains as to who should bear the responsibility of the failed efforts between the parties. The sticking point was the maintenance of the southwest quarter to be available for the coming year. Dr. Strachan testified that it was not important that corn not be planted on the southwest quarter for fear of contaminating the test plot as he had built in to the plot design contamination protection. His testimony was that the only reason for not planting corn in the southwest quarter was to provide a test plot for the following year. That condition is a condition imposed upon these negotiations by the Plaintiff and could have easily been withdrawn by the Plaintiff and they could have continued with the 1997 test plot at no additional expense to them. In that situation the Defendant-Counter claimant would have been reimbursed for the time he had already spent and the Plaintiff would have gained the benefit of the bargain and only lost out on anticipatory use of a piece of ground for the following year. These parties had never contracted from year to year before and the Plaintiff's refusal to withdraw that condition of the anticipated contract was unreasonable.
The mere fact that parties have attempted to make an express contract but have not succeeded in making it enforceable with respect to some of its terms does not prevent implication of promise to pay for benefits conferred thereunder. When a person performs services for another at that persons request he is liable for payment for those services. Heninger Heninger v. Davenport Bank Trust, 341 N.W.2d 43 (Iowa 1983).
Judgment was accordingly entered against DuPont for $18,920 plus interest and costs.
On appeal DuPont challenges the district court's finding that it induced NuCrops to perform the services for which compensation was awarded. DuPont argues any services NuCrops performed were merely in anticipation of a future contract and it received no resulting benefits from them. DuPont also argues NuCrops's allegations of express contract are inconsistent with the equitable remedies claimed and this inconsistency precluded recovery under the district court's theory of restitution.
II. Restitution and Implied Contract .
Our standard of review in equity cases is de novo. Iowa R. App. P. 4. In such cases, we examine the entire record and adjudicate anew rights on issues properly before us. See Ide v. Farm Bureau Mut. Ins. Co., 545 N.W.2d 853, 856 (Iowa 1996). We give weight to the fact findings of the trial court but are not bound by them. See Iowa R. App. P. 14(f)(7).
The law of quasi-contract involves duties founded on considerations of justice and equity. Okoboji Camp Owners Coop. v. Carlson, 578 N.W.2d 652, 654 (Iowa 1998). It requires a person who has been unjustly enriched at the expense of another to make restitution to the other. See West Branch State Bank v. Gates, 477 N.W.2d 848, 851-52 (Iowa 1991); Restatement (First) of Restitution § 1 (1936). Under these principles, where a person performs services for another, which are known to and accepted by the latter, the law implies a promise to pay for those services. Patterson v. Estate of Patterson, 189 N.W.2d 601, 604 (Iowa 1971); Snyder v. Nixon, 188 Iowa 779, 781, 176 N.W. 808, 809 (1920); Restatement (First) of Restitution § 107(2) (1936).
A review of the record discredits DuPont's assertion that it did not request the services of NuCrops or receive a benefit from those services. DuPont argues that these activities were done of NuCrops's own volition and were mere preparation for an eventual agreement. The evidence does not support this contention. First, DuPont's representatives testified that they contacted NuCrops to ask it to organize and perform the field tests. Second, because the tasks performed were done in preparation for the field test does not mean they were done in preparation for an eventual agreement. We find that the preparatory steps taken by NuCrops were intended as part of the performance of the contract and were requested by DuPont.
We also reject DuPont's contention that it received no benefit from NuCrops's activities. A benefit is defined as follows:
A person confers a benefit upon another if he gives to the other possession of or some other interest in money, land, chattels, or choses in action, performs services beneficial to or at the request of the other, satisfies a debt or a duty of the other, or in any way adds to the other's security or advantage.Okoboji Camp Owners Coop., 578 N.W.2d at 654; Restatement (First) of Restitution § 1 cmt. b (1936) (emphasis added). This broad definition is reaffirmed by the Restatement of Contracts, which provides:
Restitution means that the defendant must give something back to the plaintiff. This he cannot do unless he has received something. The term `received,' however, is not narrowly defined. It is enough that the plaintiff has rendered the very performance for which the defendant bargained as part of an agreed exchange. . . . Service or forbearance rendered at the defendant's request is regarded as having been received by him; and the fair price that it would have cost to obtain this service or forbearance from a person in the plaintiff's position can be recovered. Judgment will be given for the value of service so rendered, even though the product created thereby has been lost or destroyed by the defendant, and even though there never was any product created by the service that added to the wealth of the defendant.
Restatement (Second) of Contracts § 348 cmt. a (1932); see also 3 Samuel Williston, Williston on Contracts § 536, at 831 (1960). As discussed above, we find DuPont to have requested the disputed services from NuCrops and therefore we find a sufficient benefit was bestowed. Courts in other states have reached similar conclusions. See e.g. Earhart v. William Low Co., 600 P.2d 1344 (Cal. 1979) (finding that one who expends funds and performs services at the request of another, under the reasonable belief that the requesting party will compensate him for such services, may recover in quantum meruit although the expenditures and services do not directly benefit property owned by the requesting party).
We affirm the trial court on this issue.
III. Inconsistent Remedies .
We also reject DuPont's argument that one pleading an express oral contract cannot recover under a theory of implied contract. This is true if only an express contract was plead. See Maasdam v. Estate of Maasdam, 237 Iowa 877, 884, 24 N.W.2d 316, 320 (1946). Here, however, NuCrops sought recovery under theories of breach of contract, reliance, and restitution. A party may plead his cause of action in alternative counts, even one on express contract and one on an implied contract. Russell v. John Clemens Co., 196 Iowa 1121, 1122, 195 N.W. 1009, 1010 (1923); Iowa R. Civ. P. 69(b) ("A party may also state as many separate claims or defenses as the party has regardless of consistency and whether based on legal or equitable grounds.").
We accordingly affirm the trial court's judgment in its entirety.
AFFIRMED.