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In this case, the defendant controlled a corporation that operated a restaurant in Highland. The restaurant leased its property from another corporation that was controlled by the same defendant. The plaintiff began working at the restaurant as a chef and purchased a one-fourth share in the corporation that operated the restaurant. The terms of the purchase required that the plaintiff make monthly payments to the defendant.

While the plaintiff was making the monthly statements, the corporation that owned the restaurant's property sold it to a third-party. The third-party did not want to lease the property to the restaurant on a long-term basis and, a few months later, the restaurant closed. The plaintiff sued the defendant for unjust enrichment. The defendant moved for summary judgment and the trial court granted that motion.

On appeal, the Court acknowledged the general rule that the existence of an express contract precludes a claim for unjust enrichment. However, the Court held that "the existence of a contract, in and of itself, does not preclude equitable relief which is not inconsistent with the contract." In this case, the contract did not fully encompass the parties' payment arrangements, despite the parties' use of an integration clause. Therefore, the Court held that the parties' contract does not preclude the plaintiff's claim for unjust enrichment.

The curious aspect of this case is that the Court did not describe why the information it identifies as missing from the contract affect the plaintiff's claim for unjust enrichment. For example, the contract could have been written to protect the plaintiff in the event that the property was sold. However, the contract did not include such a provision. The contract's failure to fully encompass the parties' payment arrangements appears to be a separate, not-necessarily-related issue. Thus, this decision is likely to cause more confusion, as parties argue over whether the absence of some aspect of the parties' relationship from a contract permit one party to bring an unjust enrichment claim against another.

Brad A. Catlin
Price Waicukauski & Riley, LLC
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