Also known as: restitutory rights · restitutionary right · right to restitution
Written by attorneys · grounded in primary & secondary sources — see below
A right to recover the value of any benefit conferred on the other party by way of part performance or reliance when the contract is breached by nonperformance or repudiated. The right is unavailable if the claimant has performed all duties under the contract and the only remaining obligation is payment of a definite sum of money.
CodeFlow completed and delivered a custom inventory platform to Apex under a fixed-price contract. Apex accepted the platform and launched it but refused the final payment. CodeFlow then sought restitution of the value of its performance. Because CodeFlow had fully performed and only a definite sum remained due, CodeFlow had no restitutory right and was limited to an action for the contract price.
Neri contracted to buy a boat from Retail Marine but breached before delivery. Retail Marine resold the boat at the same price and faced no proven incidental damages. Neri sought restitution of the deposit. The court applied the UCC restitution rules to determine the amount recoverable after the breach.
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Shareholders sued under a federal securities statute after a merger approved through misleading proxy materials. The Court recognized an implied private right of action. That right included remedies necessary to make the statutory protection effective, including restitutionary recovery for losses caused by the violation.
The restitutory right is unavailable once the injured party has performed all contractual duties and the only remaining obligation is payment of a definite sum. In that situation the claimant must sue for the contract price rather than seek restitution measured by benefit conferred.
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Yes. When one party repudiates after receiving part performance, the injured party may elect restitution for the reasonable value of the benefit conferred. This prevents unjust enrichment even if expectation damages would differ.
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Yes. A minor who timely disaffirms an executory contract and returns any benefit received may recover the value conferred on the other party. Restitution restores the parties to their pre-contract positions after avoidance.
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No. Restitution remains available for the reasonable value of services performed in reliance on an unenforceable oral contract unless the statute itself would be frustrated by allowing recovery. The remedy does not enforce the contract.
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…found the words entirely sufficient to fashion a remedy to rescind a fraudulent sale, secure restitution and even to enforce the right to restitution against a third party holding assets of the vendor. Deckert v. Independence Shares Corp. , 311 U. S. 282 (1940). This significant language was used: “The power to enforce implies the…