Thanks for visiting! Welcome to a new way to research case law. You are viewing a free summary from Descrybe.ai. For citation and good law / bad law checking, legal issue analysis, and other advanced tools, explore our Legal Research Toolkit — not free, but close.
America's Growth Capital, LLC v. PFIP, LLC
Citations: 73 F. Supp. 3d 127; 2014 U.S. Dist. LEXIS 175461; 2014 WL 7330757Docket: Civil Action No. 12-12088-RGS
Court: District Court, D. Massachusetts; December 18, 2014; Federal District Court
Based on credible trial testimony and exhibits, the findings detail the background of the parties involved in the sale of Planet Fitness. 1. Planet Fitness, a gym franchise founded in 1992, was owned by Michael Grondahl, Marc Grondahl, and Christopher Rondeau until its sale to TSG Consumer Partners on November 8, 2012. 2. AGC Partners, a boutique investment bank co-founded in 2008 by Ben Howe, specializes in mergers and acquisitions, with Howe possessing over 25 years of experience. 3. Richard Moore served as General Counsel and Executive Vice President of Planet Fitness during the critical period leading up to the sale, having prior experience as an attorney for the firm representing Planet Fitness. 4. David Kirkpatrick was an independent financial consultant for Planet Fitness, overseeing the sale process. 5. Craig Benson, a former New Hampshire Governor, provided advisory support and joined the board of the new company post-sale. 6. AGC employees Russell Workman, Lenny Li, and Jason Coppersmith were instrumental in packaging the sale. 7. Initial discussions about selling Planet Fitness took place in spring 2012 with Invus and Equinox, but the offers were deemed inadequate by Grondahl. 8. Following frustrations with previous negotiations, Benson and Kirkpatrick sought AGC's assistance in finding better suitors, citing a lack of trust in bankers. 9. A meeting on July 17, 2012, at Planet Fitness's headquarters established AGC's involvement, with a focus on expediting the sale before a potential increase in capital gains tax. Kirkpatrick was designated as the financial lead for the company during this process. On July 18, Howe sent a pitch letter email to Planet Fitness detailing the proposed compensation structure for AGC, which included a $100K non-creditable retainer, a reduced financing fee of 0.75% due to prior relationships, and success fees of 0.5% or 0.75% depending on the transaction type. Kirkpatrick requested a delay in moving forward until Planet Fitness made a decision regarding an existing exclusivity agreement with Invus. Subsequently, Howe communicated with colleagues about leveraging the sale price, referencing a previous successful sale to Carlyle Group. Following the expiration of the Invus exclusivity agreement on July 27, Grondahl urged Howe to pursue a competitive valuation of 18x EBITDA. Howe promptly expressed readiness to initiate discussions, but Grondahl's availability was limited. Kirkpatrick advised Howe to restrict initial Request for Proposal (RFP) solicitations to fifteen bidders. On July 31, Howe sent Kirkpatrick a draft cover note for outreach to private equity firms and planned to draft an engagement letter. From August 1 to August 17, AGC contacted the fifteen firms, generating interest from at least fourteen, coordinating data room access, management presentations, and securing NDAs from eleven bidders. During this period, the terms of the Engagement Letter were negotiated, resulting in nine drafts exchanged between Howe and Moore, with limited involvement from Benson and Grondahl. The proposed fee structure included a Strategic Transaction Fee of 0.75% on the first $450 million of Aggregate Consideration and 3% on any amount exceeding that. Despite the lack of an executed contract, AGC continued to work on the RFPs, with Lenny Li, the AGC project manager, confirming with Moore about NDA review responsibilities. Moore identified himself as AGC's Executive Vice-President and General Counsel. On August 2, Howe emailed Moore an AGC 'Process Update' detailing responses from initially approached firms and proposing five additional equity investment firms for outreach. Howe sought approval to contact these firms, attaching their profiles. Moore later informed Howe via email that Leonard Green could not be approached. On August 5, Howe sent another update to Planet Fitness listing interested parties, including TA Associates and TPG. Grondahl promptly disqualified these firms, stating they were either unsuitable or previously considered. Howe requested a meeting to discuss the current list of private equity firms. On August 6, Howe asked Moore and Kirkpatrick for an executed Engagement Letter. Moore communicated to Grondahl that Howe's fee structure was 0.75% plus 2.5% for amounts over $450 million. Grondahl cautioned that this might negatively impact the Invus deal and requested to see Howe's list before signing. Moore then asked Howe to limit the definition of a 'Strategic Transaction' in the Engagement Letter to the listed private equity firms. Later that day, Howe sent a revised Engagement Letter draft, suggesting that the engagement's scope could be limited to the attached list but that any new interested parties would also be included. He proposed changes to the 'Term and Termination' section to ensure AGC retained its full fee entitlement for transactions with any parties contacted during the engagement, even after its expiration or termination. Annex B contained an initial list of potential Strategic Partners, with an agreement for both parties to exchange lists of contacted parties upon termination of the agreement. This list would supplement Annex B, and confidentiality provisions would survive the agreement's termination. Annex B listed 'initial potential Strategic Partners,' from which Howe's proposed additions were omitted in the final Engagement Letter draft. Moore communicated Grondahl's removal of four names (TA Associates, Huntsman Gay, Golden Gate, and TPG) to Howe, who objected but agreed to keep them on the list temporarily. Moore advised Howe to pursue those parties actively, assuring him that their interest would address Grondahl's concerns. On August 8, Howe sent a revised Engagement Letter draft, modifying the success fee to 0.95% and indicating that potential prospects would be added if new parties approached the company. The list in Annex B largely mirrored the previous draft. On August 9, Howe provided a Process Update detailing interested parties and submitted a fourth draft of the Engagement Letter, reducing the fee to 0.75% for general parties and 0.5% for those in Annex B. The updated Annex B was retitled 'Legacy Strategic Parties,' listing Bain as the sole entry but leaving room for additional names. By August 10, AGC had sent RFP packages to around 20 firms, prompting Howe to request an executed Engagement Letter. Moore indicated he was finalizing details with Wells Fargo. On August 13, he informed Howe that Wells had rights to certain firms due to previous contracts and requested a written agreement. Howe quickly sent a fifth draft, which included only Apax, Equinox, and Onex in Annex B, while seeking to exclude Blackstone based on prior discussions. He urged for a signed copy to be returned promptly and invited further communication if issues remained. Moore clarified the fee structure in response to Howe, stating that AGC would receive a 0.65% fee for entities they engage and a 0.5% fee for Bain. The conversation shifted to identifying which entities were affiliated with Wells or William Blair, with Moore emphasizing the need for realism in the negotiations, particularly given time constraints. Howe communicated with other team members about AGC's progress on the Planet Fitness sale and expressed surprise at the inclusion of Wells Fargo as a co-advisor. Benson criticized the idea of involving multiple banks, suggesting they should hire one to streamline the process. Moore agreed to work with Benson to establish a lead banker. On August 14, Howe requested permission to contact additional private equity firms, but Moore advised him to hold off. Later, Moore proposed including Apollo in Wells' list while maintaining AGC's list, specifying different fee structures for parties depending on their inclusion in either Exhibit A or B. Howe presented a sixth draft of the Engagement Letter which introduced these exhibits and adjusted the fee arrangement, eliminating the open-ended fee structure. In subsequent communications, Moore conveyed Grondahl's insistence on an updated plan for fees, specifying exclusions for certain parties AGC had previously solicited, indicating they were deemed too small for the deal. Grondahl firmly believed that if these excluded firms became relevant, they could be reconsidered but should not be added to other lists. On August 15, at 7:17 p.m., Howe sent an eighth draft of the Engagement Letter, introducing a $450 million threshold to Exhibit B and removing five of the eight parties listed for exclusion by Moore, retaining Golden Gate, Huntsman Gay, and TA Associates. Howe expressed a desire to solidify the relationship and indicated the need for direct communication with Mike Grondahl. He proposed no fees for Equinox and Invus, a 0.5% fee for others on Exhibit B with the $450 million hurdle, and insisted that the three retained parties be included in Exhibit A. On August 16, Howe sent a ninth draft, increasing the threshold on Exhibit B to $500 million, removing the retained parties from Exhibit A, and adding preamble language to both Exhibits. He acknowledged the unusual nature of the contract and emphasized the need for AGC to be fairly compensated for their efforts, regardless of the deal's origin. On August 17, Grondahl signed the ninth draft, modifying the retainer from $100,000 to $50,000 and changing the payment condition to 'as soon as we get an offer.' Howe informed his team that negotiations were concluded, remarking on the ongoing nature of such discussions. The finalized Engagement Letter stipulated that AGC would receive a $50,000 retainer upon receipt of a bona fide offer for the purchase of Planet Fitness and a Strategic Transaction Fee based on the identity of the Strategic Partner. If the partner was from Exhibit A, AGC would earn 0.75% of the Aggregate Consideration; if from Exhibit B and the consideration was at least $500 million, the fee would be 0.5%. No fee would be paid if the partner was Invus or Equinox. Exhibits A and B listed potential partners and included provisions for mutual agreement on additional names, subject to written approval from Planet Fitness management. TSG was excluded from both Exhibit A and Exhibit B of the Engagement Letter, which included an integration clause stating the agreement supersedes all prior understandings and a no-subsequent-oral-modification clause requiring any changes to be in writing and signed by both parties. Following the execution of the Engagement Letter, Howe communicated with Moore regarding potential early financing from interested parties, while Moore confirmed that Grondahl was resistant to renegotiating the Engagement Letter. On August 24, Howe proposed contacting six private equity funds, including TSG, for potential investment opportunities, but Moore suggested holding off on additional approaches. Despite Moore's reservations, during an August 27 conference call, AGC received approval to reach out to TSG and other bidders, though amending the Engagement Letter was not discussed. After the call, a revised Exhibit A was prepared to include TSG, but it was never submitted for approval. That evening, Howe initiated contact with TSG by sending an acquisition opportunity note and an NDA, which TSG's counsel began reviewing immediately. The next day, Moore signed the NDA on behalf of Planet Fitness, and Howe kept both Moore and Kirkpatrick informed about ongoing communications with TSG. On August 30, Howe emailed Moore and Kirkpatrick, including Workman, Coppersmith, and Li, providing a contract with original Exhibits A and B and a list of seven approved names for outreach: Cerberus, Lion, MidOcean, Nutrisystem, Prospect, and TSG Consumer. Moore did not respond, believing further discussion was unnecessary. After TSG signed an NDA, AGC shared confidential information about Planet Fitness and set a September 14 bid deadline, serving as the main contact for TSG. AGC also encouraged other bidders, which Howe updated management about. TSG engaged in several calls for due diligence, including one on September 8 to discuss financials. On September 10, Howe spoke with TSG about the upcoming bid and suggested a briefing for them, which occurred on September 11. Later that day, Howe informed Planet Fitness about the next steps for interested parties, noting TSG among those confirmed to bid. Moore requested a ballpark bid range from Howe. On September 12, Moore forwarded diligence slides to Coppersmith for TSG and noted their $450 bid submission. This prompted complaints from Workman about Moore's characterization of the situation. Howe expressed his surprise at Moore's actions and contacted a Ropes attorney, David Fine, who indicated Moore directed him to contact TSG directly. Howe also learned from TSG’s LeComte that Fine instructed him to send the bid to Moore, bypassing AGC. Following these events, Howe informed his colleagues that TSG would submit a competitive bid, emphasizing their initial lack of visibility in the process. Moore promptly replied to Howe's email at 7:00 p.m., indicating ongoing discussions with TSG's attorneys and mentioning a forthcoming letter regarding TSG's serious interest with an offer of $450 million. He did not address Howe's comments about AGC's involvement in TSG's bidding process. On September 12, LeCompte sent Moore an 'Indication of Interest' from TSG, estimating Planet Fitness's value between $435 million and $480 million based on a projected EBITDA of $62 million. Following this, Moore invited AGC to meet with a Planet Fitness financial officer about TSG's offer and suggested including Huntsman Gay in the bidding process, despite their absence from the Engagement Letter. Ultimately, six investment firms, including TSG and Huntsman Gay, submitted bids ranging from $450 million to $500 million by the September 14 deadline. On the same day, Howe communicated a 'Board Update' to Planet Fitness executives, highlighting AGC's efforts in engaging over 40 private equity firms and scheduling a meeting. Moore responded, cautioning Howe about his relationship with MMC. Subsequent attempts by Howe to reach Benson were unsuccessful, leading to a conversation with Moore, who requested a reduction in AGC's fee to amend the Engagement Letter to include TSG and others. Howe objected, citing prior verbal approvals for TSG's engagement. Howe then consulted Kirkpatrick, who reaffirmed that TSG and others were approved buyers, stating he would support Howe’s position if necessary. Moore later emailed AGC on September 16 with a detailed agenda for an upcoming meeting, emphasizing the review of their contractual engagement and suggesting a focus on certain bidders moving forward. He also mentioned having additional information to share to assist in the meeting preparations. Kirkpatrick warned Howe the morning before a significant meeting not to dispute AGC's fee, emphasizing the importance of focusing on the major event occurring that week for Planet Fitness. During the September 17 meeting, which included key attendees from AGC and Planet Fitness, the agenda centered on bidders and final agreement terms, with no mention of AGC’s fee. AGC was assured of its involvement in evaluating bids from six investment firms. Notably, AGC was informed that Wells Fargo was collaborating with Apollo, which was not AGC's client. Post-meeting, AGC continued its work on the auction, receiving commendation from Moore. On September 18, Howe sent a financial analysis regarding a projected $450 million buyout, including a $3 million investment banking fee, to which Moore noted that transaction fees could vary. By September 20, Workman learned TSG was the leading bidder and urged Howe to finalize the engagement letter, pointing out that TSG and TA were not included in it. The following day, Howe sought Kirkpatrick's assistance with the engagement letter, emphasizing that TSG, TA, and Huntsman Gay should be recognized as top-tier clients without a valuation hurdle. On September 21, TSG submitted a bid of $470 million, significantly higher than competitors. Howe requested a conference call with Planet Fitness later that day, but Moore declined, stating that TSG's legal team was already coordinating closely. Grondahl advised against wasting time on the deal, clarifying that Ropes had initially introduced TSG. This prompted Howe to engage Benson and Kirkpatrick to clarify TSG’s involvement, indicating that there was a need to address miscommunications regarding how TSG was brought into the negotiations. Concerns arose regarding the potential loss of TSG due to internal conflicts. Kirkpatrick communicated with Grondahl, who confirmed that Ropes & Gray had introduced TSG to Planet Fitness and was collaborating with TSG, not AGC. Kirkpatrick later informed Benson that Grondahl and Moore were back on track with TSG, indicating that Ben was not their customer. Grondahl testified that permission from AGC to engage TSG was irrelevant since TSG was not included in the Engagement Letter’s Exhibit A. Kirkpatrick reported to Benson that Moore appeared to be more agreeable and hinted that if Ben performed well, he would be fair. Grondahl later emailed Howe, stating Kirkpatrick accused Richard of permitting a partnership with Apollo. Grondahl clarified that he had removed certain firms from consideration due to previous engagements and insisted that any unfounded accusations from Kirkpatrick would jeopardize opportunities with Apollo. Howe responded to Grondahl, emphasizing teamwork to achieve a successful deal without letting fee discussions derail progress. He proposed a meeting to discuss the bidding process. Subsequently, Howe informed Benson that he would handle the fee situation with Mike after the deal was finalized. On September 29, Ares submitted a $500 million bid, which prompted TSG to increase their bid to $505 million. By October 2, Planet Fitness and TSG signed a Letter of Intent, establishing a valuation of $480 million for Planet Fitness and $20 million for its corporate debt. Howe congratulated TSG management on their successful bid. On October 5, Howe sent an email to Kirkpatrick with AGC’s closing invoice for a Strategic Transaction Fee of $3,787,500, representing 0.75% of the aggregate consideration of $505 million as per their agreement. Howe noted that although the retainer was overdue, they had prioritized execution over billing. Kirkpatrick recommended adjusting the invoice to reflect 0.75% of the equity value of TSG’s offer ($480 million) instead of the enterprise value and requested the removal of out-of-pocket expenses. Kirkpatrick indicated a preference for a straightforward resolution regarding AGC's compensation. Howe subsequently issued a revised invoice for $3,600,000, agreeing to the changes to conclude the fee discussion. On October 12, Planet Fitness paid AGC a $50,000 retainer. Howe acknowledged this payment and attached a revised invoice reflecting the credit for the retainer. On October 19, discussions among the owners of Planet Fitness revealed concerns regarding compensation for Moore and Kirkpatrick, with sentiments expressed about the short duration of Moore's involvement and the necessity of Kirkpatrick’s connection to AGC due to a previous email. On October 28, Howe sent a detailed email to Benson and Kirkpatrick summarizing AGC’s critical role in the sale to TSG and Planet Fitness’s contractual obligation to pay AGC. He recounted that AGC had received verbal approval to engage five private equity firms, including TSG, based on an understanding intended to be formalized later. After reviewing Howe’s email, Kirkpatrick suggested that payments be handled by Benson, while Benson indicated uncertainty about the appropriate course of action, emphasizing that negotiations were strictly based on contractual terms. On November 2, Howe forwarded his summary email to Grondahl and Moore along with a final invoice, congratulating them on finalizing the agreement with TSG and requesting a time to discuss settling AGC's invoice. On November 5, Moore inquired about a suitable time for a discussion with Howe. On November 6, he reviewed Kirkpatrick's separation agreement, which involved a $250,000 payment over 12 months, a non-compete clause, and an affirmation that no promises were made to AGC. On November 7, AGC's law firm sent a courtesy email to attorneys from Planet Fitness and TSG, indicating AGC's intent to file a complaint unless Planet Fitness provided a written commitment for full compensation. Howe acknowledged this email, expressing anticipation for the upcoming days. A draft complaint, identifying Planet Fitness as the primary defendant and TSG as a reach-and-apply defendant, was sent to the defendants’ attorneys on November 7, the day before a scheduled closing that proceeded as planned despite the impending lawsuit. Key legal principles highlighted include: the plaintiff's burden to prove a binding contract's existence; how a preliminary agreement with material terms can create a binding contract; that not all contract terms need to be precisely specified, and unspecified terms may still allow for contract formation; the court's role in interpreting ambiguous terms against the drafter; the admissibility of evidence regarding contract negotiations to determine whether a contract is an integrated expression of terms; and the permissibility of oral modifications to a contract, even if a written amendment clause exists. To establish an oral modification of a contract, parol evidence must be substantial and credible enough to create a material issue for trial, indicating an ambiguity between the parties' actions and the written contract. Every contract inherently includes a duty of good faith and fair dealing, applicable to all parties, including sophisticated business entities. Breaches of contract do not automatically equate to breaches of this covenant, which specifically pertains to the manner of contract performance and ensures that neither party undermines the other's entitlement to the contract's benefits. The covenant cannot be used to create new rights or obligations outside of what is explicitly stated in the contract. Statements made prior to contract execution are insufficient for a claim regarding the implied covenant; the covenant applies strictly to actions during the contract's performance. Deliberate actions aimed at sabotaging a contract can be deemed violations of the covenant. Apparent authority is determined solely by the principal's words and conduct, not the agent's, and a principal may be held bound if they do not promptly disavow unauthorized actions by an agent. To prove fraud in Massachusetts, a plaintiff must show that the defendant made a false material representation knowingly, intended to induce reliance, and that the plaintiff reasonably relied on this representation to their detriment. Demarcation of conduct violating Chapter 93A is a legal, not factual, determination. A breach of contract alone does not constitute a Chapter 93A violation; only breaches with an "extortionate" nature qualify. Disputes over bill amounts do not lead to Chapter 93A liability, nor does mere negligence unless it results in an unfair or deceptive practice. The Engagement Letter between AGC and Planet Fitness, executed on August 17, 2012, is valid and governed by Massachusetts law. It is a fully integrated contract, meaning prior oral understandings are irrelevant. The contract was specifically tailored and negotiated, not a standard template. Modifications require written approval from Planet Fitness's Management Team, consisting of Grondahl and two co-owners. Richard Moore, an in-house lawyer with limited experience, lacked the authority to modify the contract, and Howe was aware of this limitation. Any reliance on Moore's statements regarding modifications was deemed unreasonable. David Kirkpatrick and Craig Benson were not members of the Management Team at Planet Fitness. Kirkpatrick served as an outside consultant tasked with creating financial materials to aid in marketing the company to potential bidders, while Benson acted as a friend and informal advisor to CEO Grondahl. Neither claimed authority to alter the Engagement Letter's terms. The Engagement Letter stipulated that AGC would only receive a Strategic Transaction Fee if the purchaser was one of the investment firms listed in Exhibit A, which was never modified in writing to include TSG. Despite efforts by Howe, there was no written approval from the Management Team to change the Engagement Letter's terms. Planet Fitness paid AGC the required $50,000 retainer, but the contract did not obligate them to pay AGC a fee for the sale to TSG. AGC's actions, including filing a draft Complaint against TSG, do not constitute a breach of good faith since there was no contractual obligation to pay beyond the retainer. Consequently, Planet Fitness is not legally required to pay the $3,550,000 fee demanded by AGC. There was no aggravated breach or fraudulent inducement, and thus no violation of General Laws Chapter 93A. The court will rule in favor of Planet Fitness on AGC's claims related to the Engagement Letter and other allegations, while acknowledging AGC's significant contributions to the sale process. The court will maintain jurisdiction over remaining counts III and IV of the Complaint. The owners of Planet Fitness previously attempted to sell the company in auctions conducted by William Blair in 2008 and 2010. In a recent auction process, a mandate was established to secure a deal within 60 days, with Kirkpatrick leading the efforts. Financial metrics such as EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) were highlighted as essential for evaluating the company’s performance. Various potential investors were approached, with some requests for permission to contact them being approved or rejected by Moore. Interested parties included well-known private equity firms like Apollo, TPG, and Hellman & Friedman, while others, such as Leonard Green and Gores, were specifically excluded from outreach. Throughout the process, the list of contacted firms evolved, with updates indicating interest levels and management meetings held with several firms that remained on the list despite initial reservations. Notably, TA Associates was consistently reflected as a leading interested party in multiple updates. Approval has been granted to include certain parties on a list without increasing the percentage over $450 million, maintaining a .65 rate. Amendments to the engagement letter reflecting these changes are required. As of August 15, three parties—TA Associates, Huntsman Gay, and Golden Gate—were requested to be removed from the drafts of the engagement letter, while TPG remained included in all drafts. A Process Update indicated that out of thirteen interested parties, eight were under NDA, replies were pending from five, and seven were not interested. Minor suggestions from Moore were favorably received, leading to a seventh draft being sent on August 15. It was confirmed that the Strategic Transaction Fee would not be applicable for transactions with The Invus Group, LLC or Equinox Holdings, Inc. Testimony indicated that while AGC could engage with new parties, Michael Grondahl was not inclined to amend certain exhibits, and Moore reiterated that no further agreements would be made. During discussions, Moore emphasized focusing on likely bidders to streamline the process, while AGC assured that additional names would not burden Planet Fitness’s management, as they would handle the necessary preparations and only present serious buyers. Moore's lack of specific recollection regarding a call is noted, but Kirkpatrick's testimony, which is credited, states that Moore authorized AGC to contact TSG. Planet Fitness acknowledges this authorization but contests other aspects of Kirkpatrick's testimony. Multiple exhibits and testimonies confirm that AGC facilitated contact with TSG, with Grondahl stating he had no prior interaction with TSG before 2012. Moore observed AGC's extensive collaboration with TSG and communicated with Planet Fitness's accounting teams to ensure accuracy in financial figures. The testimony and exhibits indicate that Apollo was the only other bidder besides TSG. Moore's communications and various documents highlight ongoing interactions and adjustments related to financial evaluations, including an email thanking the Planet Fitness team for their efforts. Additional drafts and responses reveal ongoing discussions about financial assumptions and adjustments. Grondahl mentioned Apollo in an email, but the discussion among Moore, Grondahl, and Kirkpatrick was focused on TSG, with Planet Fitness confirming no documentation exists showing Grondahl removed TSG from any list. Howe had previously emailed Benson a draft response to Grondahl, detailing a phone call on August 27 and noting that Ropes & Gray was involved only at the end of the process. Grondahl expressed a desire for the buyer to be aware of unresolved issues before the closing. Count VI in AGC's Complaint is labeled "Fraudulent Inducement," typically viewed as an affirmative defense against enforcing a contract procured by fraud. In contrast, AGC is not seeking to void the contract but to enforce it as it perceives it should exist. This context leads to Counts III (unjust enrichment) and IV (quantum meruit). To succeed in quantum meruit, AGC must demonstrate that it provided a measurable benefit to the defendant, expected compensation, and that the defendant accepted the benefit with knowledge of this expectation. Quantum meruit claims are independent of contract damage claims but share a common contract basis. Quantum meruit obligations arise by law, aimed at preventing unjust enrichment. A plaintiff generally cannot claim quantum meruit if a valid contract outlines the parties' obligations, but this rule may not apply if gratuitous services are accepted outside a contractual relationship. The court expressed uncertainty regarding the measure of damages for quantum meruit and indicated it would maintain limited jurisdiction over Counts III and IV for 60 days, allowing AGC to present a specific demand for damages or for the parties to mediate the dispute.