The distinction between unjust enrichment claims and quantum meruit claims have long bedeviled courts and practitioners. In Core Finance Team Affiliates v. Maine Medical Center, the Law Court provided important guidance regarding the differences between these claims while leaving open a difficult question relating to the implications of pursuing one claim but not the other.
Core Finance involved a suit by a contractor against hospitals relating to the provision of services for reimbursement submittals. The contractor asserted claims for breach of contract and unjust enrichment. After a jury concluded that the contractor failed to prove the existence of a contract, the court held a bench trial and awarded damages to the contractor for unjust enrichment.
The Law Court reversed the judgment on narrow grounds—namely, that the contractor failed to “prove the damages recoverable under either a quantum meruit theory or an unjust enrichment theory.” The Court concluded that, absent proof of conscious wrongdoing, “the appropriate measure of damages” for an unjust enrichment claim is the same as for a quantum meruit claim: “the market value of [defendant’s] uncompensated contractual performance.” The contractor had not presented evidence of the value of its services; rather, its evidence focused on the increase in reimbursement to the hospitals (i.e., the value to the defendants of the services). Thus, the record did not contain a sufficient basis for correctly determining damages.
Although this holding is of note in its own right, it was preceded by a particularly notable discussion of the differences between a quantum meruit claim and an unjust enrichment claim. The parties had disputed whether the trial court should have considered the unjust enrichment claim at all, absent any quantum meruit claim. The hospitals argued that the contractor had to exhaust its legal remedies by pursuing a quantum meruit claim before pursuing an unjust enrichment claim.
Discussing this issue, the Court emphasized that a quantum meruit claim involves “recovery for services or materials provided under an implied contract.” It thus involves enforcement of a promise, and is a legal remedy. An unjust enrichment claim, by contrast, does not involve an implied contract, but rather involves compelled performance “of a legal and moral duty to pay.” Unjust enrichment does not involve any express or implied promise, and is an equitable remedy.
The Court went on to observe that it had “never stated that an unjust enrichment claim involving the rendition of services cannot be adjudicated until after the court has rejected a quantum meruit claim involving the same services.” Importantly, it then acknowledged that this “premise can readily be inferred” for two reasons: (1) the limitation on the availability of equitable remedies if there is an adequate legal remedy, and (2) the primacy over contract over unjust enrichment in the remedial scheme, which requires determining whether an express contract exists before considering quantum meruit or unjust enrichment claims. The Court noted that equitable remedies should be granted “only when there is not an adequate legal remedy,” and that “the court need not consider unjust enrichment if quantum meruit is an adequate remedy.” Having said all that, however, the Court declined “to explore the dilemma further,” instead resolving the case on the damages issue.
The Court’s lengthy discussion is dicta, but it is important nevertheless. Although the Court did not hold that the failure to bring a quantum meruit claim barred an unjust enrichment claim, the Court walked right up to that line. Its language certainly is suggestive that it would so hold if it had to resolve the issue. As such, Core Finance is an important guidepost for litigants considering which claims to bring in the alternative to a breach of contract claim.