The courts, however, employ the fiction with caution, and will never permit it in cases where contracts, implied in fact, must be established, or substitute one promisor or debtor for another. Cascaden v. Magryta, 247 Mich. 267, 225 N.W. 511, 512 (Mich. 1929). The Michigan courts have explained that the equitable doctrine of unjust enrichment may provide the remedy for a claim of breach of an implied-in-law contract, or quasi-contract.

The second is quasi or constructive, and does not require a meeting of minds, but is imposed by fiction of law[.]Cascaden v. Magryta, 247 Mich. 267, 225 N.W. 511, 512 (1929). The gist of appellants' state law implied-in-fact contract claim is breach of an actual promise to pay for appellants' creative work. It is not the use of the work alone but the failure to pay for it that violates the contract and gives rise to the right to recover damages.

The remedy is one by which "the law sometimes indulges in the fiction of a quasi or constructive contract, with an implied obligation to pay for benefits received" to ensure that "`exact justice'" is obtained. Detroit v. Highland Park, 326 Mich 78, 100; 39 NW2d 325 (1949), quoting Cascaden v. Magryta, 247 Mich 267, 270; 225 NW 511 (1929). Because this doctrine vitiates normal contract principles, the courts "employ the fiction with caution, and will never permit it in cases where contracts, implied in fact, must be established, or substitute one promisor or debtor for another."

The remedy is one by which "the law sometimes indulges in the fiction of a quasi or constructive contract, with an implied obligation to pay for benefits received" to ensure that "`exact justice'" is obtained. [ Kammer Asphalt Paving Co v. East China Twp Schools, 443 Mich. 176, 185-186; 504 N.W.2d 635 (1993), quoting Detroit v. Highland Park, 326 Mich. 78, 100; 39 N.W.2d 325 (1949), quoting Cascaden v. Magryta, 247 Mich. 267, 270; 225 N.W. 511 (1929).] "The essential elements of a quasi contractual obligation, upon which recovery may be had, are the receipt of a benefit by a defendant from a plaintiff, which benefit it is inequitable that the defendant retain."

The remedy is one by which "the law sometimes indulges in the fiction of a quasi or constructive contract, with an implied obligation to pay for benefits received" to ensure that "`exact justice'" is obtained. Detroit v Highland Park, 326 Mich. 78, 100; 39 N.W.2d 325 (1949), quoting Cascaden v Magryta, 247 Mich. 267, 270; 225 N.W. 511 (1929). Because this doctrine vitiates normal contract principles, the courts "employ the fiction with caution, and will never permit it in cases where contracts, implied in fact, must be established, or substitute one promisor or debtor for another."

The courts, however, employ the fiction with caution, and will never permit it in cases where contracts, implied in fact, must be established, or substitute one promisor or debtor for another." Cascaden v. Magryta, 247 Mich. 267, quoted with approval in City of Detroit v. City of Highland Park, 326 Mich. 78. "A contract implied in law is quasi or constructive, and does not require a meeting of minds, but is imposed by fiction of law to enable justice to be accomplished, even where no contract was intended.

By contrast, a contract implied in law, or a quasi- or constructive contract, does not require a meeting of the minds, but is imposed by a fiction of law to allow justice to be accomplished. SeeCascaden v Magryta, 247 Mich. 267, 270; 225 N.W. 511 (1929).

"In order to afford the remedy demanded by exact justice and adjust such remedy to a cause of action, the law sometimes indulges in the fiction of a quasi or constructive contract, with an implied obligation to pay for benefits received." Cascaden v Magryta, 247 Mich 267, 270; 225 NW 511 (1929). We have already explained that plaintiffs complaint also contained an associated prayer for declaratory relief. Indeed, plaintiff sought a declaration that defendant was required to establish the cost of caring for MCI wards in September, a declaration that the rates established by defendant in September could not go into effect until the following year, and a declaration that defendant was not entitled to retroactively increase such rates.

A contract implied in law or quasi-contract does not require a meeting of minds but is imposed by fiction of law to avoid unjust enrichment. Cascaden v Magryta, 247 Mich. 267, 270; 225 N.W. 511 (1929), City of Auburn v Brown, 60 Mich. App. 258, 263; 230 N.W.2d 385 (1975). The question which we must resolve, then, is whether there was unjust enrichment of the individual partners and the partnership.

A contract implied in law, or quasi-contract, "does not require a meeting of minds, but is imposed by fiction of law, to enable justice to be accomplished, even in case no contract was intended". Cascadenv Magryta, 247 Mich. 267, 270; 225 N.W. 511 (1929). (Emphasis supplied.)