MAINE SUPREME JUDICIAL COURT Reporter of Decisions Decision: 2024 ME 78 Docket: BCD-23-440 Argued: September 10, 2024 Decided: November 26, 2024 Revised: December 26, 2024
Panel: STANFILL, C.J., and MEAD, HORTON, LAWRENCE, and DOUGLAS, JJ.
CORE FINANCE TEAM AFFILIATES, LLC
v.
MAINE MEDICAL CENTER et al.
HORTON, J.
[¶1] Three Maine hospitals1 (the Hospitals) appeal from a judgment of
the Business and Consumer Docket (Duddy, J.) awarding restitution for unjust
enrichment to a healthcare consulting firm that provided services to the
Hospitals. The court held a bench trial on the unjust enrichment claim after a
jury trial resulted in a verdict for the Hospitals on the firm’s breach of contract
claim. The Hospitals contend that the judgment should be set aside for several
reasons, including that the consulting firm was not entitled to assert an unjust
enrichment claim in lieu of a quantum meruit claim for the reasonable value of
1 The hospitals are Maine Medical Center, Southern Maine Health Care, and Franklin Memorial Hospital. 2
its services. We agree that the court erred, vacate the judgment, and remand
for judgment to be entered in favor of the Hospitals.
I. BACKGROUND
A. Facts
[¶2] The following factual summary is based on the evidence presented
at the jury trial, viewed in the light most favorable to the jury’s verdict.
See Kezer v. Cent. Me. Med. Ctr., 2012 ME 54, ¶ 2, 40 A.3d 955.
[¶3] Core Finance Team Affiliates, LLC (Core) provides consulting and
data services to hospitals. One of Core’s services is to provide hospitals with
data that they need to support their claims for reimbursement by the federal
government for services to Medicare-eligible patients. The two types of data
relevant to this case are “annual hourly wage” data for a range of health care
occupations (such as registered nurse, nurse aide, and medical assistant) in a
hospital’s geographic service area, and “occupational mix survey” (OMS) data
that is used to adjust the annual hourly wage data to reflect the hospital’s mix
of health care occupations in its provision of patient services.
[¶4] In June 2014, the Maine Hospital Association, Inc. (the Association),
an association of Maine hospitals, entered into a contract for Core to provide
data services to the Hospitals. Core’s services involved making adjustments 3
and revisions to the Hospitals’ internal data to be incorporated in the Hospitals’
reimbursement submittals to the federal government.
[¶5] The contract called for Core to provide its services related to annual
hourly wage data at stated fixed costs. Regarding OMS data, an attachment to
the contract, titled Exhibit E, stated: “[The Association] will provide a listing of
the providers who elect to participate in the Occupational Mix Survey review.
[Core] will be responsible for confirming the provider(s’) participation and
directly bill the provider for those services.” Unlike the fixed costs for Core’s
annual hourly wage services, the stated cost for Core’s OMS services was
contingent—a fee of 12.5% of the increase in federal Medicaid and Medicare
reimbursement to the Hospitals attributable to the OMS services. The Hospital
finance representatives with overall responsibility for the Core contract
considered Core’s proposed contingent fee for OMS data to be unacceptable for
various reasons, and the Hospitals did not become contractually bound to pay
Core the contingent fee for OMS services. However, the Hospitals nevertheless
provided Core with the information that it needed to perform its OMS services,
leading Core to believe that the Hospitals had in fact agreed to receive—and
pay the contingent fee for—the OMS data. Core provided adjusted annual 4
hourly wage data and adjusted OMS data to the Hospitals, and the Hospitals
used the data to obtain reimbursement for their services to Medicare patients.
[¶6] When Core demanded payment of the 12.5% contingent fee for OMS
services called for in the contract, the Hospitals refused to pay.
B. Procedure
[¶7] On November 20, 2018, Core filed a complaint in the Superior Court
(Cumberland County) against the Association and the Hospitals, alleging that
Core was entitled to compensation for the OMS services. In its complaint, Core
pleaded two theories of liability, “Breach of Contract” (Count 1) and “Unjust
Enrichment” (Count 2), and attached a copy of the June 2014 contract between
the Association and Core. The Hospitals answered and denied Core’s
allegations on December 21, 2018. On the same day, the matter was transferred
to the Business and Consumer Docket.
[¶8] On January 4, 2019, the Association answered, denying Core’s
allegations, and moved to compel arbitration under the provisions of the
contract between the Association and Core. The Hospitals took no position on
the Association’s motion but denied contracting with Core for OMS services. On
March 6, 2019, the Business and Consumer Court (Duddy, J.) entered an order 5
compelling arbitration only between the Association and Core.2 The Hospitals
filed a demand for a jury trial on all issues triable to a jury. See M.R. Civ. P. 38(b).
On June 28, 2021, the court denied the parties’ cross-motions for summary
judgment on the issue of whether the Hospitals were liable to Core for OMS
services under the contract between Core and the Association.
[¶9] On April 10, 2023, Core filed a motion in limine seeking to exclude
from the jury trial any reference to the unjust enrichment claim. It argued: “If
the jury concludes there was a contract in this case, then the unjust enrichment
claim is moot. However, if the jury finds there was no contract, then the unjust
enrichment claim is ripe [for] consideration by the Court.” The Hospitals
opposed the motion, arguing that “Core’s claim styled as ‘unjust enrichment’
should be tried to the jury” because Core “actually pled a quantum meruit
claim” triable to a jury. The Hospitals alternatively argued that if the court were
to find that a jury trial right did not attach to Core’s unjust enrichment claim,
the court should nonetheless use the jury in an advisory capacity to decide
issues of fact relevant to the claim. See M.R. Civ. P. 39(d).
[¶10] On April 26, 2023, the court ordered that any reference to the
unjust enrichment claim be excluded from the trial. It explained:
2 The claim between Core and the Association is not at issue in this appeal. 6
As noted by [the Hospitals], the language used in [Core’s] Count II Unjust Enrichment claim is susceptible to interpretation as a claim for quantum meruit. However, [Core] assures us all that it has pled a claim for unjust enrichment, and the Court will respect [Core’s] interpretation of its own Complaint. However, the only relief available to [Core] on Count II, if any, will be relief appropriate to the equitable claim of unjust enrichment, not damages as would be appropriate to quantum meruit.
The court ultimately decided that the claim for unjust enrichment would be
decided by the court at a bench trial. At the pre-trial conference, the Hospitals
raised the issue again, contending that Core had pleaded a quantum meruit
claim, not an unjust enrichment claim, and that the Hospitals were entitled to a
jury trial on that claim. The court again responded that, despite some ambiguity
in the complaint, it would not override Core’s interpretation of its pleading as
asserting a claim for unjust enrichment.
1. Jury Trial on Breach of Contract
[¶11] The court held a four-day jury trial on the breach of contract claim
on June 5, 6, 7, and 8, 2023. It heard testimony from current and former
employees of the Hospitals, as well as a principal of Core, Robert (Brad)
Bowman, and the vice president of finance of the Association, David Winslow.
On the first day of trial, the Hospitals—again emphasizing their right to a jury
trial on Core’s ostensible unjust enrichment claim—moved the court to 7
convene an advisory jury on that claim; Core objected, and the court denied the
motion. See M.R. Civ. P. 39(d).
[¶12] At the end of the trial, the court clarified during its jury instructions
that it “determined that the engagement letter . . . along with all its attachments
constitutes a contract and that David Winslow of the Maine Hospital
Association was authorized as the agent of the hospitals to sign the engagement
letter.” The court concluded that the terms of the OMS services portion of the
contract were ambiguous as a matter of law and stated to the jury: “[Y]ou must
decide whether and how under the terms of the contract a hospital becomes
bound to participate in the OMS services component of the contract. You must
then determine, based on the facts as you find them, whether Core has proven
by a preponderance of the evidence that each of the hospitals became bound to
participate in the OMS services component of the contract.” The court also
explained that Exhibit E was ambiguous with respect to Winslow’s authority to
bind the Hospitals and provided the jury with instructions on authority
(implied and apparent) and condition precedent. The court stated to the jury,
Now, in this case, Core asserts that the hospitals breached the contract by failing to pay Core the required contingent fee in exchange for the OMS services. There is no dispute that the hospitals did not pay Core a contingent fee for performing the OMS services. If you find that the contract bound the hospitals to participate in the OMS services in exchange for a contingent fee, 8
then you must find that the hospitals breached a contract and consider the [damages]. However, if you determine that the contract did not bind the hospitals to participate in the OMS services, then you must return a verdict for the hospitals and not consider damages.
[¶13] The jury verdict form consisted of two questions to be answered
as to each of the three hospitals. The first read: “Has Core proved to you by a
preponderance of the evidence that [the hospital] was contractually obligated
to participate in the OMS services component of the contract?” The jury’s
answer was “No” as to each hospital. The jury therefore did not answer the
second question, which asked the jury to state the dollar amount of the fee that
Core was entitled to be paid by each hospital.
2. Bench Trial on Unjust Enrichment
[¶14] On August 24, 2023, the court held a bench trial on the unjust
enrichment claim. On October 23, 2023, the court entered a judgment in favor
of Core, concluding that Core established the elements of its unjust enrichment
claim by a preponderance of the evidence. In the judgment, the court
commented on the parties’ dispute about whether Core’s unjust enrichment
claim should have been “pleaded” in quantum meruit. The court noted that
Core had insisted throughout the proceedings that it did not intend to pursue a
claim for quantum meruit. The court held that because the Hospitals did not 9
plead quantum meruit as an affirmative defense, the issue of whether quantum
meruit was the appropriate theory of recovery was waived.
[¶15] On Core’s unjust enrichment claim, the court awarded Core a total
of $566,582.25, allocated among the Hospitals, based on the amount by which
each hospital’s reimbursement for Medicaid and Medicare patient services had
increased as a result of the OMS data that Core had provided. In calculating the
award, the court initially found that the Hospitals received $3,777,215 more in
federal reimbursement during federal fiscal years 2016, 2017, and 2018 than
they would have without Core’s OMS services. Based on testimony given at the
bench trial about typical fees for OMS services, the court multiplied the increase
by 15%, rather than the 12.5% contingent fee that the proposed contract
contemplated for OMS services.
[¶16] The Hospitals filed a timely appeal. See M.R. App. P. 2B(c)(1);
14 M.R.S. § 1851 (2024).
II. DISCUSSION
[¶17] We review de novo the court’s legal analysis and its application of
law to facts. Atl. Home Sols., Inc. v. Pham, 2022 ME 6, ¶ 8, 267 A.3d 1106.
[¶18] The parties frame the central issue as whether the court should
have considered Core’s unjust enrichment claim in the absence of a claim for 10
quantum meruit. The Hospitals argue that the trial court lacked the authority
to hear the equitable unjust enrichment claim because Core did not exhaust its
legal remedies by pursuing a quantum meruit claim. Core contends that unjust
enrichment was the appropriate remedy given the jury verdict on its express
contract claim and that the Hospitals have waived objection to the unjust
enrichment claim by failing to plead quantum meruit as an affirmative defense.
A. Quantum Meruit and Unjust Enrichment Compared and Contrasted
[¶19] “Quantum meruit, also sometimes labelled a contract ‘implied in
fact,’ involves recovery for services or materials provided under an implied
contract.” Paffhausen v. Balano, 1998 ME 47, ¶ 6, 708 A.2d 269; see
Runnells v. Quinn, 2006 ME 7, ¶ 10, 890 A.2d 713. “A contract ‘implied in fact’
is a true contract that arises from the tacit agreement of the parties,” 1 Timothy
Murray, Corbin on Contracts § 1.20 at 85 (2018), and is “inferred from the
conduct of the parties.” Runnells, 2006 ME 7, ¶ 10, 890 A.2d 713. “To sustain a
claim in quantum meruit, a plaintiff must establish that (1) services were
rendered to the defendant by the plaintiff; (2) with the knowledge and consent
of the defendant; and (3) under circumstances that make it reasonable for the
plaintiff to expect payment.” Forrest Assocs. v. Passamaquoddy Tribe, 2000 ME
195, ¶ 11, 760 A.2d 1041 (quotation marks omitted). A claim for quantum 11
meruit can co-exist with an express contract when the express contract does
not encompass the services that are the basis of the quantum meruit claim.
See Runnells, 2006 ME 7, ¶¶ 8-11, 890 A.2d 713.
[¶20] “Unjust enrichment describes recovery for the value of the benefit
retained when there is no contractual relationship, but when, on the grounds of
fairness and justice, the law compels performance of a legal and moral duty to
pay.” Paffhausen, 1998 ME 47, ¶ 6, 708 A.2d 269.
[¶21] “[T]he distinction between ‘unjust enrichment’ and ‘quantum
meruit’ is legally significant. Quantum meruit involves recovery for services or
materials provided under an implied contract. . . . In an unjust enrichment case,
the court must decide what constitutes the inequitable retention of a benefit by
the defendant. The damages analysis is based on principles of equity, not
contract.” Aladdin Elec. Assocs. v. Town of Old Orchard Beach, 645 A.2d 1142,
1145 (Me. 1994). Because quantum meruit sounds in contract and unjust
enrichment is rooted in equity, we have classified quantum meruit as a legal
remedy and unjust enrichment as an equitable remedy. Cummings v. Bean,
2004 ME 93, ¶ 9, 853 A.2d 221.3
3 The Restatement differs from our precedent in not necessarily classifying unjust enrichment as
an equitable remedy. It posits that whether a remedy is legal or equitable depends mainly on the nature of relief sought: “If restitution to the claimant is accomplished exclusively by a judgment for 12
[¶22] The Restatement presents a useful comparison of quantum meruit
and unjust enrichment:
In modern practice, a claim styled “quantum meruit” typically seeks compensation for services rendered in the expectation of payment, but in the absence of explicit agreement as to amount. Based on the circumstances of the transaction, it may be appropriate to find an implied promise by the defendant to compensate the plaintiff—usually at the customary wage or “going rate” for the work done. If so, the measure of the plaintiff’s contractual expectation is described by the words “quantum meruit” (or “as much as he is entitled to”), but the defendant’s obligation is fully explained as a matter of contract. In such a case it would be erroneous to associate “quantum meruit” with a liability in unjust enrichment, or to view the plaintiff’s action as one for restitution rather than contract damages. Changing the facts only slightly yields a case in which it may be much harder to conclude that the defendant promised to pay a reasonable price for services received, although the law imposes the same obligation in the absence of agreement.
Restatement (Third) of Restitution and Unjust Enrichment § 31
cmt. e (Am. L. Inst. 2011) (citations omitted).
[¶23] The comparison yields two salient conclusions. First, a claim
designated as quantum meruit sounds in contract if the plaintiff can establish
that the defendant made an implied but enforceable promise to pay for the
money, without resort to any of the ancillary remedial devices traditionally available in equity but not at law, the remedy is presumptively legal. . . . [E]quitable remedies may be distinguished from legal ones because they order the defendant to do something.” Restatement (Third) of Restitution and Unjust Enrichment § 4 cmt. d (Am. L. Inst. 2011). Because the Restatement deems unjust enrichment a legal remedy if the relief sought is a judgment for damages, it states that a plaintiff pursuing an unjust enrichment claim “need not demonstrate the inadequacy of available remedies at law.” Id. § 4(2). 13
plaintiff’s services, but can sound in unjust enrichment if there was no such
promise, express or implied. Second, while “there may be a relationship
between” the value of the plaintiff’s work for purposes of quantum meruit and
the value of the benefit conferred for purposes of unjust enrichment, “they are
not necessarily the same.” Bowden v. Grindle, 651 A.2d 347, 351 (Me. 1994).
[¶24] Applied here, these principles confirm that the jury verdict on
Core’s claim for breach of express contract did not end the case. Because Core
benefited the Hospitals by providing them with OMS data that they used in
seeking federal reimbursement, there remained the question whether Core was
entitled to recover under another theory of liability (i.e., quantum meruit or
unjust enrichment). There is no doubt that Core could have presented its claim
in quantum meruit. Core’s principal testified that Core expected to be paid, and
two of the Hospitals’ witnesses acknowledged that it would be fair for Core to
receive payment of some kind, although not the contingent fee mentioned in
Exhibit E to the proposed contract. Even if the Hospitals did not expressly
request Core’s OMS services, they plainly consented to and benefited from the
services. The court’s findings that the Hospitals “were aware Core was
providing OMS services, supplied Core with all the necessary data and
documentation, answered Core’s questions, accepted the adjustments 14
identified by Core, submitted the adjustments to the Medicare contractor, and
enjoyed substantially increased Medicare payments as a direct result of Core’s
work” apply as squarely to quantum meruit as they do to unjust enrichment. In
sum, had Core designated its claim as being for quantum meruit, there was
ample evidence to support the claim being tried to a jury.
B. The Primacy of Contract Over Unjust Enrichment
[¶25] Distilled to its essence, the Hospitals’ argument is that, because
quantum meruit is a legal remedy and unjust enrichment is an equitable
remedy, because Core’s quantum meruit remedy was adequate, and because
equitable remedies are available only in the absence of an adequate legal
remedy, Core could not recover on an unjust enrichment theory without first
attempting to recover in quantum meruit.
[¶26] Core’s response is that because there was an express contract,
quantum meruit was not an available remedy. Core also contends that, as the
trial court ruled, the Hospitals waived their argument by failing to plead
quantum meruit as an affirmative defense.
[¶27] We disagree with Core on both points. Quantum meruit is a theory
of liability and a method of measuring damages, not an affirmative defense.
See, e.g., InfoBridge, LLC v. Chimani, Inc., 2020 ME 41, ¶ 3, 228 A.3d 721 15
(considering a complaint “alleging breach of contract, quantum meruit, and
unjust enrichment claims”); Daniel G. Lilley L. Off., P.A. v. Flynn, 2015 ME 134,
¶ 8, 129 A.3d 936 (same); Stephan Joseph Co. v. Bowdoin Coll., No. CV-03-338,
2003 WL 22250338, at *2 (Me. Super. Ct. Sept. 23, 2003) (permitting the
plaintiff to amend a complaint to plead quantum meruit).4 The existence of an
express contract does not preclude a quantum meruit claim if the express
contract does not cover the services that are the subject of the quantum meruit
claim, see Runnells, 2006 ME 7, ¶¶ 8-11, 890 A.2d 713, which was precisely the
case here.
[¶28] The Hospitals’ contentions call for a more nuanced consideration.
In comparing quantum meruit and unjust enrichment claims, Paffhausen, 1998
ME 47, ¶¶ 7-9, 708 A.2d 269; Aladdin Elec., 645 A.2d at 1145, we have 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. However, that premise can be readily inferred
from the combination of our limitation on the availability of equitable remedies
4 Core’s authority for its assertion that quantum meruit is an affirmative defense is an intermediate appeals court decision from Texas. See Protocol Techs., Inc. v. J.B. Grand Canyon Dairy, L.P., 406 S.W.3d 609, 614 (Tex. App. 2013). Protocol Technologies holds, however, that a defendant may invoke an express contract as an affirmative defense to a quantum meruit claim, which is deemed equitable under Texas law. Id. at 614 (“The existence of an express contract is an affirmative defense to an equitable claim of quantum meruit or unjust enrichment.”). 16
if there is an adequate legal remedy, see Keniston v. JPMorgan Chase Bank, 2007
ME 29, ¶ 9 n.6, 918 A.2d 436; Wahlcometroflex, Inc. v. Baldwin, 2010 ME
26, ¶ 22, 991 A.2d 44; McIntyre v. Plummer Assocs., 375 A.2d 1083, 1084
(Me. 1977), and our characterization of quantum meruit as a legal remedy and
unjust enrichment as an equitable remedy, see Dinan v. Alpha Networks Inc.,
2013 ME 22, ¶ 20, 60 A.3d 792 (“Quantum meruit is a legal, not an equitable,
remedy and thus is distinct from the theory of unjust enrichment.” (citing
Cummings, 2004 ME 93, ¶ 9, 853 A.2d 221)). Our cases express the “axiomatic”
principle that an equitable remedy will be granted only where there is not an
adequate legal remedy. McIntyre, 375 A.2d at 1084. So too, a party will not be
awarded an equitable form of relief when the party fails to timely pursue a legal
remedy available to it. Id. (“[The] appellee had an adequate legal remedy
available to her, namely, redemption, and . . . having failed to pursue that
remedy she is not entitled to the equitable relief of specific performance.”).
Limiting a litigant’s access to courts of equity serves to encourage the diligent
pursuit of legal remedies. See Kane v. Morrison, 44 A.2d 53, 54 (Pa. 1945);
In re Wife, K., 297 A.2d 424, 425-26 (Del. Ch. 1972).
[¶29] A different substantive reason why a court should usually address
quantum meruit before considering unjust enrichment is the primacy of 17
contract over unjust enrichment in the remedial scheme. The Third
Restatement of Restitution explains:
Considerations of both justice and efficiency require that private transfers be made pursuant to contract whenever reasonably possible, and that the parties’ own definition of their respective obligations—assuming the validity of their agreement by all pertinent tests—take precedence over the obligations that the law would impose in the absence of agreement. Restitution is accordingly subordinate to contract as an organizing principle of private relationships, and the terms of an enforceable agreement normally displace any claim of unjust enrichment within their reach.
Restatement (Third) of Restitution and Unjust Enrichment § 2 cmt. c (emphasis
added).
[¶30] Similarly, our precedent calls for us to determine whether the
parties entered into an enforceable express contract before considering claims
for quantum meruit or unjust enrichment. Aroostook Valley R.R.
Co. v. Bangor & Aroostook R.R. Co., 455 A.2d 431, 433 (Me. 1983) (“When two
parties have agreed upon specific and unambiguous terms of compensation for
specified services by means of an express contract, as in the present case, the
law should be most hesitant to imply a second contract, which covers the same
subject matter, if the evidence does not compel an inference that the parties
intended to make one.”). 18
[¶31] Because quantum meruit is based on a “true contract,” albeit one
that is implied from the parties’ conduct, the same principle means that the
court need not consider unjust enrichment if quantum meruit is an adequate
remedy under the facts that the plaintiff alleges. If the quantum meruit remedy
is not adequate, there are circumstances, discussed below, in which the plaintiff
can pursue unjust enrichment. See infra ¶ 35. Here, however, Core has not
suggested, either in the trial court or on appeal, that quantum meruit would not
have been an adequate remedy.
[¶32] We recognize that Core’s repeated insistence that its claim was for
unjust enrichment, not for quantum meruit, put the court in a difficult position.
Core was not entitled to deprive the Hospitals of the right to a jury trial by
designating as an equitable claim what was in substance a legal claim. On the
other hand, Core was entitled to decide what claims it had pleaded.
See Connectu LLC v. Zuckerberg, 522 F.3d 82, 93 (1st Cir. 2008). Moreover, the
characterization of the claim ultimately may make little difference when
quantum meruit and unjust enrichment yield the “same recovery.”
Restatement (Third) of Restitution and Unjust Enrichment § 31 cmt. e (“When
recovery is based on unjust enrichment, the presumptive value to the
defendant of services the defendant has requested is likewise a reasonable 19
price, usually the lesser of (i) market value and (ii) a price the defendant has
expressed a willingness to pay.” (emphasis omitted)); see Bowden, 651 A.2d at
351. We need not explore the dilemma further because, even accepting Core’s
claim as a valid unjust enrichment claim, the judgment cannot stand.
C. The Limits on Recovery for Unjust Enrichment
[¶33] Viewed as restitution for unjust enrichment, the court’s award
totaling $566,582.25 is excessive for two reasons.
[¶34] The first is that, when a plaintiff asserts an unjust enrichment claim
for services rendered in reliance on an unenforceable express contract, the
amount that the plaintiff would have been entitled to receive under the contract
sets the ceiling on recovery for unjust enrichment. See Aladdin Elec., 645 A.2d
at 1145-46 (“The equitable concept of unjust enrichment would not justify an
award to plaintiff in excess of what it was contractually entitled to . . . .”
(emphasis omitted)). The court awarded Core 15% of the amount of increase
in federal Medicaid and Medicare reimbursement attributable to the OMS
services. The proposed contract called for Core to receive a fee of only 12.5%.
[¶35] The second reason is that the award was based on the benefit the
Hospitals obtained from the federal government as a result of Core’s OMS
services. In other words, the award required the Hospitals to disgorge a portion 20
of what might be called the “profit” that they realized as a result of Core’s OMS
services. In limited circumstances, a plaintiff who has a quantum meruit claim
or even a breach of contract claim can assert that those legal remedies are
inadequate and pursue an unjust enrichment claim for the profit realized by the
defendant, but only upon proof that the defendant engaged in some form of
active wrongdoing. See Restatement (Third) of Restitution and Unjust
Enrichment § 51 cmt. a (“This profit-based measure of unjust enrichment
determines recoveries against conscious wrongdoers and defaulting
fiduciaries.”); Liu v. Sec. & Exch. Comm’n, 591 U.S. 71, 79–80 (2020); see also
Oceanic Inn, Inc. v. Sloan’s Cove, LLC, 2016 ME 34, ¶ 38, 133 A.3d 1021
(describing accounting as “a restitutionary remedy based upon avoiding unjust
enrichment . . . [that] reaches monies owed by a fiduciary or other wrongdoer,
including profits produced by property which in equity and good conscience
belonged to the plaintiff” (quoting Accounting for Profits, Black’s Law Dictionary
(9th ed. 2009))). But neither the jury nor the court made any finding of
conscious wrongdoing by the Hospitals. In the absence of proof of any wrongful
conduct on the part of the Hospitals, the appropriate measure of damages for
Core’s unjust enrichment claim is the same as it would have been had Core
designated its claim as being for quantum meruit—“the market value of [its] 21
uncompensated contractual performance” independent of the additional
benefit the Hospitals received from a third party. See Restatement (Third) of
Restitution and Unjust Enrichment § 38(2)(b); id. § 31 cmt. e (“When recovery
is based on unjust enrichment, the presumptive value to the defendant of
services the defendant has requested is likewise a reasonable price . . . .”
(emphasis omitted)). However, at both trials, Core’s evidence of the value of its
services was based on percentage multipliers of the increase in federal
reimbursement received by the Hospitals as a result of Core’s OMS services.
The only evidence of the value of Core’s OMS services independent of federal
reimbursement was presented by the Hospitals, but the court rejected the
evidence as not credible. Even if we were to remand the case for the trial court
to make an award based on the value of the benefit conferred by Core upon the
Hospitals, the record lacks a basis for the court to make the determination
without imposing a disgorgement not supported in the evidence. In other
words, Core failed to prove the damages recoverable under either a quantum
meruit theory or an unjust enrichment theory.
The entry is:
Judgment vacated. Remanded to the Business and Consumer Docket for entry of judgment in favor of the Hospitals. 22
Gerald F. Petruccelli, Esq. (orally), Scott D. Dolan, Esq., and Michael A. Poulin, Esq., Petruccelli, Martin & Haddow, LLP, Portland, for appellants Maine Medical Center, Southern Maine Health Care, and Franklin Memorial Hospital
Lee H. Bals, Esq. (orally), and K. Blair Johnson, Esq., Marcus Clegg, Portland, for appellee Core Finance Team Affiliates, LLC
Business and Consumer Docket docket number CV-2019-02 FOR CLERK REFERENCE ONLY