Also known as: implied at law contract · contract implied at law · implied-in-law contract · quasi-contract · contract implied in law
Written by attorneys · grounded in primary & secondary sources — see below
A quasi-contractual obligation imposed by a court to prevent unjust enrichment. The obligation arises from equitable considerations in the circumstances even though the parties formed no agreement and expressed no intent to contract.
Grant quit her job and used personal savings to pay off Federal Shipping's truck loan after Gavin repeatedly tied the contributions to their upcoming marriage. When Gavin called off the wedding, Grant sued for the value of her expenditures. The court imposed an implied-at-law contract to require Gavin to compensate Grant for the actual losses incurred in preparation for the marriage.
Inertia Dynamics shared proprietary manufacturing data with Ideal Solutions during negotiations that never produced a signed agreement. Ideal Solutions later used the data in its own products. A court imposed an implied-at-law contract requiring Ideal Solutions to pay the reasonable value of the information to avoid unjust enrichment even though no confidentiality agreement had been formed.
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An implied-at-law contract contains no finding of intent to enter an agreement. A court imposes the obligation solely from equitable considerations to prevent unjust enrichment.
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Recovery is available when no contractual, statutory, or common-law duty of confidentiality exists. The plaintiff may still argue that equity requires the defendant to respect confidentiality based on the circumstances surrounding the disclosure.
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No. Mutual assent is irrelevant because the obligation is imposed by law rather than formed by the parties' conduct or words.
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