A quasi-contract rests on the equitable principle that a person should not be allowed to enrich himself unjustly at the expense of another and is sometimes imposed "even against a clear expression of dissent." St. Paul Fire &Marine Ins. Co. v. Indemnity Ins. Co. of North America, 32 N.J. 17, 22, (1960); Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 305-06, (App.Div.1963); Deskovick v. Porzio, 78 N.J.Super. 82, 87-88, (App.Div.1963); 1 Corbin on Contracts § 19; 1 Williston on Contracts § 3A (3d ed. 1957). However, generally, the parties are bound by their agreement, and there is no ground for imposing an additional obligation where there is a valid contract that governs their rights.
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.”
Id. at 338; See also Power-Matics, Inc. v. Ligotti, 79 N.J.Super. 294, 303-04 (App. Div. 1963).
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."
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.
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.
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).
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).
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.