Court: Court of Appeals of Washington; December 22, 1969; Washington; State Appellate Court
E. Dale Whitman, the defendant and headmaster of a private elementary school, engaged Harvey H. Johnson, a professional engineer, to design a new school building, assuring him of the necessary funds. They entered into a written contract on February 13, 1963, stipulating Johnson’s compensation at 6% of the market cost, which included total actual costs plus 25% for Whitman's services. The school was never constructed, leading Johnson to sue for his fees, which the court found he had earned through skilled work, despite the project's failure. Johnson submitted billing statements, with the first questioning of the amount due occurring on January 28, 1965. The trial court upheld Johnson’s claim, dismissing Whitman’s contention that compensation was contingent on financing, as Johnson confirmed Whitman's financial assurance prior to signing the contract. The court's finding of reasonable compensation at $9,308 was supported by substantial evidence and upheld on appeal, while Whitman's challenges to the trial court's oral opinion and findings were deemed meritless.
The document details a legal dispute regarding the compensation of a plaintiff, where the defendant, Whitman, did not clarify the source of project financing but assured that funds were available. During testimony, Whitman confirmed there were no discussions with Johnson about potential payment issues if financing failed. The trial court found that the plaintiff's compensation was not contingent on obtaining financing. Whitman argued against the plaintiff's recovery based on quantum meruit, claiming the written contract was valid but did not provide for compensation if the school was not constructed. The defendant asserted that since the school was not built, the express contract precluded recovery, yet the trial court suggested the case could also be viewed through an equity lens under quantum meruit principles, which prevent one party from being unjustly enriched at another's expense.
The defendant cited Chandler v. Washington Toll Bridge Authority, arguing that a valid express contract binds parties to its terms, preventing recovery based on an implied contract. However, the Chandler case was found to be irrelevant, as it dealt with a situation where the plaintiff's claim arose solely from a quasi-contract, not an implied one. The legal discourse distinguishes between contracts implied in fact, based on mutual consent, and quasi contracts, which arise from legal obligations without mutual agreement. This distinction is supported by Washington case law, reinforcing that an express contract does not negate the possibility of an implied contract under certain circumstances.
An implied contract, as defined in Ross v. Raymer, exists based on the actions or conduct of the parties involved, rather than explicit terms. Such a contract arises from circumstances that indicate a mutual intention to agree, requiring both an offer and acceptance, which can be demonstrated through actions as well as words. In this case, plaintiff Johnson provided plans and services at the request of the defendant, who also asked for a detailed breakdown of costs, which Johnson provided after it became clear that the anticipated construction would not occur. The court found evidence of an implied promise to pay from the defendant's communications and partial payment of $150. Consequently, the court determined that Johnson should be compensated at a reasonable hourly rate based on the implied contract derived from the parties' conduct, particularly regarding compensation for services not covered by the express contract. While express and implied contracts cannot coexist on the same subject matter, an implied contract is valid if it addresses issues not explicitly mentioned in the express agreement. The court ruled that the express contract did not preclude the implied agreement regarding payment for services, affirming the enforceability of the contract. The court's conclusions on quantum meruit were noted, but the decision ultimately upheld the legal contract between the parties regardless of the basis for the award. No errors were noted in the court's findings, particularly regarding the rejection of parol evidence regarding financing as a condition precedent.
