Cacciamani & Rover Corp. v. Banco Popular de Puerto Rico
61 V.I. 247
Supreme Court of The Virgin Is...2014Background
- CRA contracted with Enighed Condominiums in 2005 to provide architectural and civil engineering plans for $196,500; $78,600 remained unpaid.
- Enighed executed a deed in lieu of foreclosure in 2009 transferring the project to a Banco Popular subsidiary (later BP Sirenusa International).
- CRA sued Enighed for breach of contract; that suit was dismissed in Jan. 2012 for failure to prosecute.
- In Oct. 2012 CRA sued Banco Popular and Sirenusa for unjust enrichment/quantum meruit, alleging they used CRA’s plans without paying.
- The Superior Court dismissed CRA’s unjust enrichment claim, holding it was barred by the “barred by contract” rule because CRA had a contract with Enighed. CRA appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether unjust enrichment claim is barred by contract when plaintiff had a contract with a third party (Enighed) but not with defendants (Banco Popular/Sirenusa) | CRA: Barred-by-contract rule does not apply because CRA had no contract with Banco Popular or Sirenusa | Banco/Sirenusa: The existence of a contract on the same subject matter bars a quasi-contract claim | Reversed: barred-by-contract rule does not apply where defendants were not parties to the express contract |
| Whether prior dismissal of CRA’s breach-of-contract suit against Enighed precludes this suit by res judicata | CRA: Dismissal does not bar claims against different parties who are not in privity with Enighed | Banco/Sirenusa: Prior involuntary dismissal acts as judgment on merits and bars later claims | Held: Res judicata does not apply because defendants are not identical to nor shown to be in privity with Enighed |
| Whether CRA failed to plead elements of unjust enrichment | CRA: Complaint pleaded necessary facts; elements not argued below | Banco/Sirenusa: On appeal claimed pleading insufficient | Held: Argument waived—defendants did not raise pleading defect below |
| Whether Superior Court had to sua sponte grant leave to amend before dismissal | CRA: Court should have given leave to amend | Banco/Sirenusa: Not addressed | Held: Not required here—defendant raised barred-by-contract below and amendment would have been futile if court were correct |
Key Cases Cited
- Walters v. Walters, 60 V.I. 768 (V.I. 2014) (defines elements of unjust enrichment under Virgin Islands law)
- Maso v. Morales, 57 V.I. 627 (V.I. 2012) (discusses quantum meruit/unjust enrichment)
- County Comm’rs of Caroline County v. J. Roland Dashiell & Sons, 358 Md. 83 (Md. 2000) (747 A.2d 600) (articulates barred-by-contract rule)
- Ashby v. Ashby, 227 P.3d 246 (Utah 2010) (discusses unjust enrichment where defendant not party to express contract)
- Klein v. Arkoma Prod. Co., 73 F.3d 779 (8th Cir. 1996) (noting unjust enrichment normally unavailable when express contract exists)
- Morris Pumps v. Centerline Piping, 273 Mich. App. 187 (Mich. Ct. App. 2006) (729 N.W.2d 898) (permitting unjust enrichment against non-contracting party who retained benefit)