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).
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.
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.
Pro Controls cites New Jersey and Kansas cases that recognize that fraud may cause a rescission of the contract terms; and that a plaintiff can seek quantum meruit under an implied contract theory in the alternative to its express contract theory. See, e.g., Liebling v. Garden State Indem., 337 N.J. Super. 447, 767 A.2d 515 (N.J.Super. App. Div. 2001); First American Title Ins. Co. v. Lawson, 351 N.J. Super. 407, 798 A.2d 661 (N.J.Super. App. Div. 2002); Caputo v. Nice-Pak Products, Inc., 300 N.J. Super. 498, 693 A.2d 494 (N.J.Super. App. Div. 1997); Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 191 A.2d 483 (N.J.Super. App. Div. 1963); Western Resources, Inc. v. Union Pacific R. Co., 2002 WL 1462067 (D. Kan.) (citing Whan v. Smith, 130 Kan. 9, 285 P. 589 (1930)).Conclusion
The only conflict between pleading and proving an express contract and [q]uantum meruit simultaneously occurs in the absence of a rescission." Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 305, 191 A.2d 483 (App.Div.1963) (citing Moser v. Milner Hotels, Inc., 6 N.J. 278, 280-281, 78 A.2d 393 (1951); C.B. Snyder Realty Co. v. Nat., Inc., Banking Co., 14 N.J. 146, 162-163, 101 A.2d 544 (1952)). This Court rules that Plaintiff's claims for equitable relief cannot be enforced since an express contract, the Loan Agreement, exists.
Generally, a contractor who "substantially perform[s]" the contract is entitled "to recover the contract price less . . . a fair allowance to the owner to make good the defects." R. Krevolin & Co. v. Brown, 20 N.J.Super. 85, 89 (App. Div. 1952) (quoting Reese v. Kline Bldg. & Constr. Co., 8 N.J. Misc. 296, 297 (1930)); see also Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 303 (App. Div. 1963). "Substantial performance is compliance in good faith with all important particulars of the contract."
R. Krevolin & Co. v. Brown, 20 N.J. Super. 85, 89 (App. Div. 1952) (internal quotations omitted) (quoting Reese v. Kline Bldg. & Const. Co., 8 N.J. Misc. 296, 297 (1930)); see also Power-Matics, Inc. v. Ligotti, 79 N.J. Super. 294, 303 (App. Div. 1963). "Substantial performance is compliance in good faith with all important particulars of the contract." Jardine Estates, Inc. v. Donna Brook Corp., 42 N.J. Super. 332, 337 (App.