How to Claim Payment without an Express Contract

Babak Shamsi Edmonds Lawyer

Often times, people assume that only a contract, either written or oral, can necessitate compensation for services provided. Indeed, it bears stating explicitly that parties should enter into a written contract when engaging in the exchange of payment for the provision of services. Failing to outline in detail the terms of a contract can lead to confusion, divergent expectations between the parties, and even litigation if the parties find themselves in a dispute that they cannot resolve. People already have plenty of conflicts over contracts with detailed terms – it only worsens when severe ambiguities exist in the contract, or when parties to a contract have not memorialized the terms at all in writing.

With that being said, the lack of an express contract, written or even oral, will not necessarily preclude a party from enforcing a contractual relationship, or seeking compensation for a benefit conferred in the absence of a contract altogether. Indeed, Washington law recognizes two major alternative legal theories in such circumstances: (1) quantum meruit; and (2) unjust enrichment. Quantum meruit has a basis in the law of contracts, whereas unjust enrichment has its basis in notions of justice and equity, The distinctions are significant as a claimant must prove different elements to establish these claims.

A party pursuing a claim for quantum meruit seeks to recover the reasonable value of services provided under a contract implied in fact. Specifically, in this case, the parties behave as if they have a contract even if they have not expressly discussed any terms. In other words, their acts or conducts show a mutual intention of the parties to enter into a contract. A plaintiff must prove that: (1) the defendant requested services; (2) the  plaintiff expected payment for providing that work; and (3) that the defendant knew or should have known about that expectation of payment. Although the parties do not have an express contract, their conduct and expectations have implied the existence of a contract, and the plaintiff can recover damages in quantum meruit.

A claim for unjust enrichment, on the other hand, does not have a basis in the law of contracts, but rather, notions of justice and equity, even though courts refer to it as a contract implied in law. In this case, a claimant must prove that: (1) the defendant received a benefit (2) at the claimant’s expense, and (3) that retaining this benefit without payment is unjust. Unjust enrichment does not require an actual contract – express or implied. It does, however, require that one party receive a benefit at the expense of another, and that the circumstances render retention of that payment unjust.

The distinctions are not academic. The measure of damages differs between these two legal theories. Typically, for quantum meruit, a claimant can only recover the cost of the services rendered to the other party. On the other hand, for unjust enrichment, a claimant can recover the amount of the benefit conferred, often measured as either what it would have cost the defendant to obtain that benefit, or alternatively, how much that benefit increased some value to the defendant. The cost of services provided may differ from the actual benefit received by the other party, so the distinction has legal and financial significance.

Washington State has a variety of claims that parties seeking compensation may pursue against those who resist paying for services. While written contracts afford the best protection, a claimant still has potential avenues for recovery in the absence of an express contract, or indeed, any contract at all. The lawyers at Beresford Booth have significant experience with contractual and extracontractual claims and remain able and prepared to guide you through issues that may arise. Please feel free to contact us for assistance.

To learn more about How to Claim Payment without an Express Contract, please do not hesitate to contact us at or by phone (425) 776-4100.

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