You Get What You Give

So, let's suppose you don't have a regular relationship with some business that would allow you imply the existence of a contract. Suppose you are the same widget seller you were yesterday.

Also suppose that Company A said it had a great opportunity to build a Whatchamacallit if only it had 5,000 widgets. So, being the savvy businessman you are, you send over 5,000 widgets with the idea that you will get paid for them. Because of the urgency surrounding the need for the widgets, there are no contracts, purchase orders, invoices or shipping documents. And then guess what? Company A doesn't send you the money for the widgets.

What now? Are you out of luck?

Nope. Believe it or not, even this lack of an express document to protect your rights still has some protection for you - and maybe even more. In Florida, you have a cause of action for unjust enrichment. Essentially, if you confer a benefit on someone and they knowingly accept it (the widgets), you get to recover the value of the benefit. When supplying products and goods, this is almost always the ordinary sales price. So, in our example, you would be able to claim that the ordinary sales price was the value of the benefit conferred and that's the amount that Company A should pay to you. Nice, eh?

What I find a little spookier is this weird twist that can sometimes allow you to recover more. This actually happened to me. I was representing a company who was sued by an intermediary claiming that he helped my client form a valuable distributor relationship and as a result of his introduction, my client was greatly enhanced. We argued that there was no contract to pay this intermediary and, in fact, we had proof of our failed contractual negotiations. By the way, under the proposed contract, the intermediary would have received $100,000 for putting the parties together. So, despite the lack of a contract, the intermediary sued and claimed unjust enrichment. Guess what? He was able to show that the value of his benefit exceeded $200,000 - and he was awarded that amount. That's a pretty insane result for a situation wherein the intermediary was unable to negotiate a contract. Instead, equity was his best friend. But, please, that's a one in a thousand scenario and should not justify you foregoing the sanctity of reducing your business relations to writing whenever possible. It's just an unusual story and one that illustrates the example of unjust enrichment's potential quirkiness.