ICG Link, Inc. v. Philip Steen v. TN Sports, LLC v. ICG Link, Inc.
2011 Tenn. App. LEXIS 597
Tenn. Ct. App.2011Background
- ICG Link, Inc. sued TN Sports, LLC and Philip Steen for unpaid website development and hosting services; trial court found no express contract but allowed a quasi-contract recovery for the value of services; court held Steen personally liable for TN Sports’ obligations due to failure to disclose his principal; appellate court modified the monetary award but affirmed quasi-contract and Steen’s personal liability; final judgment totaled $13,952.88 plus interest and remanded for consistent judgment.
- TN Sports and Steen argued there was an express contract based on a January 2008 Quote for a new website totaling $12,622.50; ICG alleged the Quote was an estimate, not a binding contract.
- The trial court found no mutual assent to an express contract because essential terms were indefinite; it awarded a quasi-contract remedy for the value of services.
- Experts conflicted on technical quality of the 2008 site (PHP5 vs Smarty) and on how to value the benefit conferred, but the court determined there was a valuable, albeit defective, website.
- The opinion separates 2007 hosting/maintenance from 2008 development work, credits certain outside payments and hosting charges, and concludes the net recoverable amount is $13,952.88.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable express contract existed. | ICG: there was a binding agreement via the January 2008 Quote. | Steen/Defendants: no binding contract; the Quote was an estimate. | No express contract due to indefiniteness; but quasi-contract applies. |
| Whether a quasi-contract (quantum meruit) is warranted. | ICG: no contract, so quantum meruit applies for value of services. | TN Sports/Steen: no enforceable contract, thus no quasi-contract. | Quasi-contract imposed; recovery based on value of services. |
| What is the proper damages amount under quantum meruit? | ICG: recover the value of the 2008 website work. | Defendants: value should reflect contract price or lesser due to defects. | Value is $15,000 total benefit; credits reduce to $13,952.88; hosting and prior 2007 services credited. |
| Whether Steen is personally liable for TN Sports’ debts. | Steen’s disclosure of principal was insufficient; he acted as TN Sports’ agent. | Steen: Nashville Sports Leagues was a marketing moniker, not a principal; disclosure lacking. | Steen personally liable; failure to disclose principal invalidates agency defense. |
Key Cases Cited
- HCA Health Servs. of Tennessee, Inc. v. Guiliano, 46 S.W.3d 196 (Tenn. 2001) (indefiniteness can prevent enforceability; contract must be definite)
- Forrest Constr. Co. v. Laughlin, 337 S.W.3d 211 (Tenn. Ct. App. 2009) (quantum meruit requires proof of value of goods/services)
- Castelli v. Lien, 910 S.W.2d 420 (Tenn. Ct. App. 1995) (quantum meruit; value measured by benefit received)
- Siler v. Perkins, 149 S.W. 1060 (Tenn. 1912) (agency liability when principal disclosed; otherwise personal liability)
- Jones v. LeMoyne-Owen College, 308 S.W.3d 894 (Tenn. Ct. App. 2009) (implied-in-fact contract requires mutual assent; consideration)