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.