Quasi Contract

Key takeaways

• A quasi contract (also called an implied-in-law or constructive contract) is a remedy a court creates when no formal contract exists but one party has been unjustly enriched at another’s expense.
• It is not an actual agreement between parties but a legal obligation imposed by law to require restitution.
• Courts typically grant quasi-contract remedies when one party conferred a benefit that the other accepted and retaining it without payment would be unjust.

What a quasi contract is (simple)

A quasi contract is a judicially created obligation that requires a person who received a benefit to compensate the provider, as if a contract existed. It prevents unjust enrichment when goods or services are accepted without an express agreement to pay.

Purpose and how it works

Quasi contracts are used to achieve fairness where no enforceable contract exists. When one party furnishes a benefit (money, goods, services) and the other knowingly accepts and retains it without paying, a judge can order restitution. The remedy typically equals the value of the benefit conferred (quantum meruit — “the amount deserved”).

Because the obligation is imposed by law, neither party must have agreed to it before the benefit was conferred. The goal is restitution: to prevent one person from being enriched at another’s expense.

Historical background

In common-law jurisdictions, the doctrine grew out of medieval actions under the Latin term indebitatus assumpsit. Courts used it to treat defendants as if they had agreed to pay when it would be unjust for them to keep a benefit without compensating the provider.

When a court will impose a quasi contract

To obtain restitution under a quasi contract, a plaintiff generally must show:
* The plaintiff conferred a benefit, asset, or service on the defendant.
The defendant received or knowingly accepted and retained the benefit.
Retaining the benefit without payment would result in unjust enrichment.
The benefit was not intended as a gift.
The plaintiff suffered a loss as a result of the transfer.

The plaintiff bears the burden of proving these elements. If an express contract already governs the relationship, a quasi contract is unnecessary and will not be imposed.

Quasi contract vs. ordinary contract

Quasi contract
Imposed by law (judge-created remedy).
Not based on mutual agreement or assent.
* Applies only to prevent unjust enrichment when no enforceable contract exists.

Ordinary contract
Can be express (written or spoken terms) or implied by conduct.
Arises from mutual agreement and consideration.
* Enforceable as a primary legal obligation between parties.

Types (examples under the Indian Contract Act, 1872)

Many legal systems identify specific scenarios where quasi-contractual relief is available. Examples codified in Section 68–72 of the Indian Contract Act (summarized) illustrate common situations:
* Section 68 — Supplies to an incapable person: a third party who provides necessities to someone unable to contract may recover costs from the incapable person’s property.
Section 69 — Payment made by one person on behalf of another: a person who pays on another’s behalf under obligation can seek reimbursement.
Section 70 — Lawful services rendered not intended as a gift: a person who provides services or delivers goods without intending them as a gift is entitled to compensation.
Section 71 — Finder of goods: a finder who takes possession of another’s goods has duties akin to a bailee.
Section 72 — Payment or delivery under mistake or coercion: money or goods paid or delivered mistakenly or under coercion must be returned.

(Analogous principles exist in other jurisdictions under unjust enrichment law and quantum meruit doctrines.)

Advantages and limitations

Advantages
* Prevents unjust enrichment and protects providers of goods or services when no contract exists.
Provides a legal remedy where a formal contract cannot be shown.
Court-ordered restitution is legally binding.

Limitations
* Relief is typically limited to the value of the benefit conferred; additional consequential damages are usually unavailable.
Not all cases of mistaken or incidental benefit lead to liability—negligent, unnecessary, or negligible benefits may not trigger restitution.
If an express agreement exists between parties, quasi-contractual relief is generally precluded.

Example

Person A verbally promises to pay Person B $100 to help move. B declines other work and arrives to help, but A tells B the job is canceled. If B sues, a court may order A to pay restitution based on the value of B’s loss (e.g., the $100 or the benefit B provided), treating the situation as if a contract had existed to prevent unjust enrichment.

Bottom line

A quasi contract is a judicial tool that imposes a payment obligation when one party unfairly benefits at another’s expense and no formal contract exists. It remedies unjust enrichment by ordering restitution equal to the value of the benefit conferred, preserving fairness where ordinary contract law does not reach.