Akian, Inc. v. Spotsylvania Cty. Pub. Schs., 2018 Va. Cir. LEXIS 329 (cir. Ct. Spotsylvania Cnty. Sept. 21, 2018)
Spotsylvania County Public Schools (“Spotsylvania County”) and Akian, Inc. entered into a construction contract for a contract price of $687,095.00 to make alterations and additions to Spotsylvania County’s Family Resource Center building (the “Project”). Several major delays and issues arose related to the Project and Spotsylvania County failed to pay Plaintiff $197,675.29 of the Contract price. Plaintiff sued Spotsylvania County for breach of contract, unjust enrichment, and quantum meruit. In response, Spotsylvania County filed a plea in bar on the unjust enrichment and quantum meruit claims, arguing that sovereign immunity bars such quasi-contract claims against a Virginia Public School Board.
The Court held that Plaintiff’s unjust enrichment and quantum meruit claims were barred by the doctrine of sovereign immunity. Spotsylvania County, as an agency of the Commonwealth of Virginia, is generally immune from tort and other non-contract claims unless authorized by a statute abrogating such immunity. Unjust enrichment and quantum meruit are quasi-contract claims, which are rooted in the law of restitution. Restitution seeks to prevent a defendant’s unjust enrichment by enabling a plaintiff to seek recovery, in law or equity, of a benefit that the defendant unjustly gained or retained at the plaintiff’s expense. Neither a quasi-contract nor a contract-implied in law necessarily requires proof of the elements of contract law. Contract law requires elements such as offer, acceptance, consideration, and a meeting of the minds – none of which are necessarily required for a quasi-contract or a contract-implied in law. A quasi-contract and a contract-implied in law are best thought of as an implied obligation in law. Furthermore, quasi-contractual doctrines are premised on the absence of a valid contract. As a result, the school board’s liability for contracts does not encompass quasi-contractual claims, and any relief based on such claims must be authorized by a statute abrogating sovereign immunity.