R. M. Harrison Mechanical Corp. v. Decker Industries, Inc.

75 Va. Cir. 404, 2008 Va. Cir. LEXIS 273
CourtHopewell County Circuit Court
DecidedAugust 28, 2008
DocketCase No. CL08-193
StatusPublished
Cited by10 cases

This text of 75 Va. Cir. 404 (R. M. Harrison Mechanical Corp. v. Decker Industries, Inc.) is published on Counsel Stack Legal Research, covering Hopewell County Circuit Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
R. M. Harrison Mechanical Corp. v. Decker Industries, Inc., 75 Va. Cir. 404, 2008 Va. Cir. LEXIS 273 (Va. Super. Ct. 2008).

Opinion

By Judge W. Allan Sharrett

This memorandum opinion is in response to the complaint filed by R. M. Harrison Mechanical Corporation (“R. M. Harrison”) and the subsequent demurrer filed by James River Cogeneration Company (“JRCC”).

For the reasons that follow, the Court sustains the demurrer, with leave to amend.

I. Summary of the Facts

This is a dispute arising out of the construction of a coal-burning cogeneration facility in Hopewell, Virginia. JRCC, lessee of the premises, hired Decker Industries, Inc. (“Decker”) to serve as the general contractor on the project. Decker, in turn, subcontracted with R. M. Harrison to perform millwright and steel fabrication services required on the project. On June 12, 2007, Decker and R. M. Harrison entered into a contract to complete work on a [405]*405timely and material basis. R. M. Harrison subsequently began work on the project sometime in June 2007 and performed all work required of it under the contract. R. M. Harrison sent several invoices to Decker and made repeated demands for payment, totaling $24,850.96. Decker failed to pay. As aresult, R. M. Harrison filed a complaint against (1) Decker for breach of contract, and (2) JRCC for quantum meruit/unjust enrichment. The relief requested is the same in both claims: judgment for $24,850.96. R. M. Harrison has obtained a default judgment against Decker, and JRCC filed the demurrer considered here.

II. Questions Presented

(1) Based on the facts pleaded, is there a valid claim for unjust enrichment/quantum meruit relief by plaintiff R. M. Harrison against JRCC, irrespective of any other issues such as adequate remedy at law and preexisting default judgment?

(2) Is the lack of contractual privity between R. M. Harrison and JRCC outcome determinative? In addition, does the express contract between R. M. Harrison and Decker have any bearing on the relationship between R. M. Harrison and JRCC?

(3) Does R. M. Harrison’s failure to perfect a mechanic’s lien preclude it from pursuing an unjust enrichment claim against JRCC? Is R. M. Harrison’s equitable claim barred due to some other adequate legal remedy?

(4) Does R. M. Harrison’s default judgment against Decker have any impact on R. M. Harrison’s availability of recovery from JRCC?

• III. Short Answers

(1) There is not a valid claim for unjust enrichment/quantum meruit relief based on the facts pleaded because the circumstances do not give rise to a reasonable belief by R. M. Harrison that JRCC would ensure R. M. Harrison’s compensation.

(2) Lack of contractual privity is not outcome determinative. Privity of contract is not necessary among a subcontractor-plaintiff and owner-defendant, provided that all elements of an unjust enrichment claim are met. Further, an express contract between R. M. Harrison and Decker has no bearing on the relationship between R. M. Harrison and JRCC.

(3) R. M. Harrison’s failure to perfect a mechanic’s lien does not preclude it from pursuing an unjust enrichment claim against JRCC. The demurrer stage is too early to address such factual considerations as whether an adequate remedy at law existed between the parties.

[406]*406(4) R. M. Harrison’s default judgment against Decker does not have any impact on R. M. Harrison’s ability to recover from JRCC, due to the provision for joint liability under the Code of Virginia.

IV. Discussion

“[T]he function of a demurrer is to test only whether the challenged pleading states a cause of action upon which relief can be granted if all the allegations are admitted as true.” Faulknier v. Shafer, 264 Va. 210, 214, 563 S.E.2d 755, 758 (2002).

A demurrer tests only the legal sufficiency of the claims stated in the pleading challenged. While a demurrer does not admit the correctness of the pleading’s conclusions of law, it “admits the truth of all material facts that are properly pleaded, facts which are impliedly alleged, and facts which may be fairly and justly inferred.” Thus, the sole question to be decided by the trial court is whether the facts thus pleaded, implied, and fairly and justly inferred are legally sufficient to state a cause of action against the defendant.

Thompson v. Skate America, 261 Va. 121, 128, 540 S.E.2d 123, 126-27 (2001).

(1) Validity of the Unjust Enrichment Claim Based on the Facts Pleaded, Irrespective of Other Issues

Ordinarily, when one person renders services for another which are requested and accepted by him, the law creates an obligation, called an implied-in-law contract, on his part to pay a reasonable compensation, unless something in the relationship of the parties indicates otherwise. Burke v. Gale, 193 Va. 130, 67 S.E.2d 917, 919 (1951). The crux of a quantum meruit cause of action lies in the unjust enrichment of one party. Kern v. Freed Co., 224 Va. 678, 299 S.E.2d 363, 363-64 (1983). Merely rendering services alone does not create a contract implied-in-law, nor is such a contract implied when one officiously confers benefits upon another. Weitzel v. Brown-Neil Corp., 152 F. Supp. 540, 549 (N.D. W. Va. 1957); United States v. Lias, 154 F. Supp. 955, 958 (N.D. W. Va. 1957). Further, even though the defendant [407]*407may have benefitted from the plaintiffs services, the latter cannot recover unless he can show sufficient additional facts that imply a promise to pay. Mullins v. Mingo Lime Co., 176 Va. 44, 10 S.E.2d 492, 494-95 (1940).

Unidyne Corp. v. Aerolineas Argentinas, 590 F. Supp. 391, 397 (E.D. Va. 1984), quoted in Shen Valley Masonry, Inc. v. S. P. Cahill & Associates, Inc., 52 Va. Cir. 484, 485 (City of Charlottesville, 2000).

“The law will imply a promise to pay for goods received. However, this implied or quasi-contract is based on equitable principles. It rests ‘upon the doctrine that a man shall not be allowed to enrich himself unjustly at the expense of another’.” Kern v. Freed Co., 224 Va. 680, 299 S.E.2d 363, 364-65 (1983) (citations omitted). “The quasi-contract is a plaintiffs remedy at law when the facts establish that a defendant has been unjustly enriched at the expense of the plaintiff, but where the facts fail to establish that the parties established any form of agreement.” Nossen v. Hoy, 750 F. Supp. 740, 744 (E.D. Va. 1990); see also Hitachi Sys. Corp. v. webMethods, Inc., 60 Va. Cir. 79, 86 (Fairfax County, 2002).

To establish a claim of unjust enrichment or quantum meruit, a claimant must satisfy three elements: “(1) a benefit conferred on the defendant by the plaintiff; (2) knowledge on the part of the defendant of the conferring of the benefit; and (3) acceptance or retention of the benefit by the defendant

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