Gem Broadcasting, Inc. v. Minker

Brief Fact Summary. An individual performed certain services for a company without a formal written contract.  An issue arose as to whether he was entitled to compensation and how that compensation was to be computed.

Synopsis of Rule of Law. A contract implied in law requires the conferring of a benefit from plaintiff to defendant.  A contract implied in fact is not based on the conferring of a benefit, but on the existence of an implied promise.

Facts. The appellate court was reviewing the trial courts finding of facts.  The trial court found and the appellate court agreed that Minker's services were worth $385 per day.  It was appropriate for the trial court to consider an unaccepted contract proposal Minker received "when assessing the reasonable value of Minker's services."  The trial court found a contract implied in fact existed between Minker and Gem for Minker to provide the corporation with consulting services.  The trial court was correct in finding Minker was entitled to recover based on "quantum meruit" even though a benefit was not conferred on Gem.

Issue. Was there a valid contract implied in fact?
•    What is the difference between a contract implied in fact and a contract implied in law?

Held. Yes.  There is a difference between a contract implied in fact and one implied in law.  The term "quantum meruit" applies to contracts implied in fact and implied in law.  Based on [Commerce Partnership 8098 Limited Partnership v. Equity Contracting Co.], the court observed a contract implied in fact was:  "one form of an enforceable contract; it is based on a tacit promise, one that is inferred in whole or in part from the parties' conduct, not solely from their words. Where an agreement is arrived at by words, oral or written, the contract is said to be 'express.' A contract implied in fact is not put into promissory words with sufficient clarity, so a fact finder must examine and interpret the parties' conduct to give definition to their unspoken agreement. It is to this process of defining an enforceable agreement that Florida courts have referred when they have indicated that contracts implied in fact 'rest upon the assent of the parties.' "  A contract implied in law, or in other words a quasi contract, is not based on the "implication from the facts."  Instead "[a] contract implied in law is a legal fiction, an obligation created by the law without regard to the parties' expression of assent by their words or conduct. The fiction was adopted to provide a remedy where one party was unjustly enriched, where that party received a benefit under circumstances that made it unjust to retain it without giving compensation."  For a contract to be implied in law, the plaintiff must confer a benefit on the defendant.  A contract implied in fact is not based on the conferring of a benefit, but on the existence of an implied promise. 

Discussion. This case offers a very good discussion of the differences between contracts implied in law and contracts implied in fact.