Where the defendant fails or refuses to perform his contract and is justified therein by the plaintiff's own breach of duty or non-performance of a condition, but the plaintiff has rendered a part performance under the contract that is a net benefit to the defendant, the plaintiff can get judgment for the amount of such benefit...if [] the defendant, with knowledge that the plaintiffs breach of duty of duty or non-performance of condition has occurred...assents to the rendition of the part performance, or accepts the benefit of it, or retains property received although its return in specie is still not unreasonably difficult or injurious.Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 306-07 (App. Div. 1963) (citing 2 Restatement, Contracts, § 357, p. 623). See also Kutzin v. Pimie, 124 N.J. 500, 515-516 (N.J. 1991).
Citing Power-Matics, Inc. v. Ligotti , 79 N.J.Super. 294, 191 A.2d 483, 490 (App. Div. 1963), Plaintiffs argue that "the existence of an express contract is not an outright bar to an unjust enrichment claim" under New Jersey law. (Pls.' Br. 32).
(3) The measure of the defendant's benefit from the plaintiff's part performance is the amount by which he has been enriched as a result of such performance unless the facts are those stated in Subsection (1b), in which case it is the price fixed by the contract for such part performance, or, if no price is so fixed, a ratable proportion of the total contract price. That section was adopted by the Appellate Division in Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 306-07, 191 A.2d 483 (1963), in which the plaintiff sought recovery for its part performance after it had breached a contract to build a porch. The court concluded that the "plaintiff should have been allowed to offer evidence to establish, if it could, a right to recover the amount of the benefit it conferred upon defendants in excess of the harm it had caused defendants by its own breach — rather than be compelled to suffer a complete forfeiture."
The parties are bound by their agreement, and there is no ground for implying a promise as long as a valid unrescinded contract governs the rights of the parties. Van Orman v. American Insurance Co., 680 F.2d 301, 310-11 (3d Cir. 1982); C.B. Snyder Realty Co. v. National Newark Essex Banking Co., 14 N.J. 146, 162-63, 101 A.2d 544, 553 (1953); Moser v. Milner Hotels, Inc., 6 N.J. 278, 280, 78 A.2d 393, 394 (1951). But see Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 306, 191 A.2d 483, 490 (1963). Under those principles Transfer's claim for quasi-contractual liability based on unjust enrichment must fail as a matter of law.
The court relied on a passage from a decision of the New Jersey Appellate Division stating that " quasi-contractual obligations arise independently of the parties' intent or the existence of a contract." Power-Matics Inc. v. Ligotti, 79 N.J. Super. 294, 306, 191 A.2d 483 (App. Div. 196 3). We believe the district court's reliance on this statement was misplaced and that New Jersey law is to the contrary: recovery under unjust enrichment may not be had when a valid, unrescinded contract governs the rights of the parties.
Restatement, Contracts § 357(f). See also 5 Williston on Contracts § 1475, notes 2, 5 (Rev.Ed.); Dermott v. Jones, 23 How. 220, 64 U.S. 220, 233, 16 L.Ed. 442; American Surety Co. of New York v. United States, 9 Cir. 1966, 368 F.2d 475; Power-Matics, Inc. v. Ligotti, 1963, 79 N.J. Super. 294, 191 A.2d 483. Here Siosa suffered damages but benefitted from Wilmar's partial performance of the contract. In these circumstances the equities require that the damages should be off-set against the value of the benefit to Siosa.
While liability based on unjust enrichment and quantum meruit cannot be imposed if an express contract exists, pleading claims in the alternative is appropriate here where Red Sun Farms challenges the existence of the agreement. See Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 304-05 (App. Div. 1963) (“[E]xpress contract and quantum meruit may be alternatively pleaded if the pre-requisite rescission has also been pleaded or is unnecessary because the alleged express contract was actually void or did not exist.”
The only conflict between pleading and proving an express contract and Quantum meruit simultaneously occurs in the absence of a rescission." Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 305 (App. Div. 1963) (citing Moser v. Milner Hotels, Inc., 6 N.J. 278, 280-281 (1951) and C. B. Snyder Realty Co. v. Nat., Inc., Banking Co., 14 N.J. 146, 162-163 (1952)). Relying on this strain of cases
Accordingly, the Court will consider whether Plaintiff's unjust enrichment and quantum meruit claims survive as a matter of law. See Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 304-05 (App.Div. 1963) (stating that "express contract and quantum meruit may be alternatively pleaded if the prerequisite rescission has also been pleaded or is unnecessary because the alleged express contract was actually void or did not exist."). This quasi-contractual theory has been applied to municipality contracts where the court held that the underlying contract was not properly executed.
Weichert Co. Realtors v. Ryan, 128 N.J. 427, 437-39 (1992) (a real estate agent who was the "procuring cause" of a sale was entitled to the reasonable value of his services rendered under the theory of quantum meruit);see also Conklin v. Kruger, 79 N.J.L. 326, 328 (Sup.Ct. 1910) ("It is well settled that where one performs services for another at his request, but without any agreement or understanding as to wages or remuneration, the law implies a promise on the part of the party requesting the services to pay a just and reasonable compensation. . . .") However, under New Jersey law, the doctrine of quantum meruit only applies if there is no contract between the parties that addresses the identical subject matter of the plaintiff's quantum meruit claim. See Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294 (App.Div. 1963); Iwanowa v. Ford Motor Co., 67 F. Supp.2d 424 (D.N.J. 1999). Indeed, the Court of Appeals has made it clear that a plaintiff may not bring a claim under a quasi-contract theory of liability (such asquantum meruit or unjust enrichment) when the plaintiff and defendant are parties to an express and valid agreement concerning the identical subject matter as plaintiff's claim.