New York-Connecticut Development Corp. v. Blinds-To-Go
159 A.3d 892
N.J. Super. Ct. App. Div.2017Background
- NYCT was general contractor for BTG's headquarters under a written "GC Contract Cost Plus Fee with GMP" setting a guaranteed maximum price and completion date; parties agreed change orders procedure and submitted multiple change orders increasing the price.
- Project was not completed by the contract date; CO issued March 16, 2012; NYCT stopped work before finishing punch list after a requisition dispute and later submitted a final requisition with over $1,000,000 in unapproved change orders.
- NYCT sued for breach of contract and alternatively quantum meruit; BTG counterclaimed for NYCT's failure (including alleged failure to deliver LEED certification) but sought no monetary damages except as an offset/credit.
- At trial both parties initially agreed a contract existed; the court nevertheless instructed the jury to decide whether a contract existed and to consider quantum meruit if there was no enforceable contract or if NYCT failed to perform.
- The jury found a binding contract existed but that NYCT did not perform its obligations, yet awarded NYCT $791,046 under question 11 (quantum meruit).
- Appellate court reversed and remanded for a new trial, holding that once a contract governs the subject matter, recovery under quantum meruit is precluded and the jury instructions/verdict sheet were legally erroneous and misleading.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NYCT could recover under quantum meruit when an express contract governed the same subject matter | NYCT argued it could plead alternative theories and, if the jury found no meeting of the minds or no enforceable contract/ performance, recover reasonable value | BTG argued that an existing express contract on the identical subject bars quasi-contractual recovery | Court held that an express contract excluding quantum meruit; once jury found a contract, quantum meruit relief was unavailable and instructions permitting it were erroneous |
| Whether the trial court erred in instructing jury to consider quantum meruit after finding a contract | NYCT relied on right to plead inconsistent theories and requested alternative instruction | BTG objected that permitting jury to award quantum meruit despite finding a contract misstates the law | Court held the charge and verdict sheet misstated law; jury was improperly guided to consider quantum meruit after finding a contract |
| Whether defective jury instructions and verdict sheet were harmless error | NYCT implicitly argued instructions allowed reasonable alternative findings | BTG argued the flawed roadmap likely caused juror confusion and reversible error | Court held erroneous instructions are not harmless here and reversed and remanded for new trial |
| Whether defendant's counterclaim/offset was properly presented to jury given verdict sheet/confusing instructions | BTG contended counterclaim evidence entitled it to credit/offset against recovery | NYCT maintained issues were resolved by contract questions as presented | Court held the flawed verdict sheet prevented proper consideration of counterclaim; jury roadmap must be corrected on remand |
Key Cases Cited
- St. Barnabas Med. Ctr. v. Cnty. of Essex, 111 N.J. 67 (N.J. 1988) (describing quantum meruit as equitable, imposed to avoid unjust enrichment)
- Weichert Co. Realtors v. Ryan, 128 N.J. 427 (N.J. 1992) (quantum meruit recovery available when one confers benefit and denial would be unjust)
- Kas Oriental Rugs v. Ellman, 394 N.J. Super. 278 (App. Div. 2007) (existence of express contract excludes relief on same subject via quantum meruit)
- E. Paralyzed Veterans Assoc. v. City of Camden, 111 N.J. 389 (N.J. 1988) (an implied contract cannot exist when an express contract governs identical subject)
- Morton v. 4 Orchard Land Trust, 180 N.J. 118 (N.J. 2004) (meeting of the minds for contract formation shown by written offer and unconditional acceptance)
- Das v. Thani, 171 N.J. 518 (N.J. 2002) (trial court must give accurate, controlling legal principles; charge is a jury roadmap)
- State v. Afanador, 151 N.J. 41 (N.J. 1997) (erroneous jury instructions are ordinarily reversible error)