Assume that two parties express a mutual interest in joining together in a business venture. They work together toward the eventual goal. During the due diligence process one of the parties contributes something of value that benefits the other party. The contribution may be tangible or intangible, but it has value. Finally, one or both of the parties determine they are not a good fit. They go their separate ways without having signed an agreement. The party that provided the benefit to the other party believes it is entitled to compensation for the benefit bestowed on the other. Florida law provides a remedy in the form of a claim for unjust enrichment.
To prove a claim of unjust enrichment, a plaintiff must establish: (1) the plaintiff conferred a benefit on the defendant; (2) the defendant voluntarily accepted and retained that benefit; and (3) the circumstances are such that it would be inequitable for the defendant to retain the benefit without paying its value.
A plaintiff is obligated to prove some connection between the damages claimed and the defendant’s tortious conduct. In an unjust enrichment claim, then, there must be a connection – the plaintiff must prove that it had a reasonable expectation of compensation from the defendant or the defendant a reasonable expectation that he would have to pay the plaintiff. A claim for unjust enrichment will fail if the plaintiff does not allege and prove that it had directly conferred a benefit on the defendant.
As a matter of Florida law, damages for unjust enrichment can be based on either the market value of the services or the value of the services to the party unjustly enriched. The measure of damages for unjust enrichment is the value of the benefit conferred, not the amount the plaintiff hoped to receive or the cost to the plaintiff. A damage claim for unjust enrichment that is not supported by competent, substantial evidence will fail where the plaintiff only presents evidence of the money it hoped to receive and does not present evidence of the value of the benefit conferred.
The amount of damages that a plaintiff claims must be measurable and quantifiable. It has long been accepted in Florida that a party claiming economic losses must produce evidence justifying a definite amount. Damages cannot be based on speculation, conjecture, or guesswork. A theory of damages that a plaintiff is entitled to a percentage of the defendant’s future earnings will fail because it is pure speculation. Projections of value or earnings based on assumed facts are informed guesswork and will not suffice as proof of damages. Evidence of anticipated profits does not establish the value of the benefit allegedly conferred. Judgment will be entered in favour of a defendant when a plaintiff fails to prove damages and when there is no connection between the anticipated profits and the value of benefits conferred.
Proof of damages in an unjust enrichment case is almost always through an expert witness. In proving the market value of services provided by the plaintiff, the expert must be knowledgeable about the services rendered and be able to draw a comparison of the value of services rendered among others in the same industry. On the other hand, the alternate valuation of damages is based on the value of the services to the defendant. Here, the plaintiff might rely on a payment the defendant received based upon the use or sale of the benefit.
A claim for unjust enrichment is essentially an equitable claim, based on a legal fiction created by the courts to imply a contract as a matter of law; the law will create an agreement in situations where it is deemed unjust for one party to have received a benefit without having to pay compensation for it. A claim for unjust enrichment will not be upheld if there is an express contract (oral or written) covering the subject matter of the claim. In the final analysis, whether a claim is legal or equitable will depend on an analysis of the historical nature of the claim and the remedy sought, with the scale tipped more in favour of the nature of the remedy.
For a claim to lie in equity the action must seek to restore to the plaintiff particular funds or property that is in the possession of the defendant. A claim to specific property or its proceeds held by the defendant accords with the restitution we regard as equitable.
If the court determines the claim is equitable, the parties are not entitled, as a matter of right, to trial by a jury. If the court determines the claim is legal, the Seventh Amendment to the United States Constitution guarantees the parties have a right to trial by jury. The right to trial by jury extends only to suits in which legal rights are to be ascertained and determined in contradistinction to those suits where equitable rights alone are recognised and equitable remedies are to be administered. In an equitable proceeding, the judge may empanel a jury as an advisory jury. The jury verdict in such an instance is not binding on the judge. The judge may ignore it totally. The law does not provide a remedy for every wrong. However, Florida law will recognise claims for unjust enrichment in the absence of an express contract.
