971 N.E.2d 133
Ind. Ct. App.2012Background
- There was a State–Larson contract for an airport project; Continental Electric (CE) bid as a subcontractor through Larson.
- There was no contract between the State and CE, and no privity between CE and the State.
- Clarification No. 1 and the Project Manual defined Alternate No. 2 as the diesel generator itself, with wiring treated as base-bid work.
- Disputes over whether wiring between the building and the generator pad was in Alternate No. 2 or the base bid led to a State contracting officer’s decision favoring Larson’s interpretation.
- CE claimed breach of contract and quantum meruit against the State; the trial court awarded CE unjust enrichment damages.
- The appellate court reversed, holding CE could not recover against the State because there was no contract and no unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CE may recover from the State for breach of contract. | CE had performance benefiting the State; privity implied. | No contract between State and CE; no privity; no direct breach. | Reversed; no contract or privity to support breach. |
| Whether CE has a quantum meruit claim against the State. | CE conferred measurable benefit and was unjustly enriched. | No measurable benefit to State; benefit was to Larson; improper against State. | Reversed; no unjust enrichment against the State. |
| Whether the four-part test for unjust enrichment applies to subcontractor claims against the State. | Four-part test supports CE’s recovery. | Test not satisfied; wiring was base bid; no implied request or unjust retention. | Rejected; four-part test not satisfied against the State. |
| What was the proper scope of Alternate No. 2 and its relation to base bid wiring. | Alternate No. 2 included more wiring; CE relied on this. | Project Manual and CSO clarifications show wiring was base bid; Alternate No. 2 limited to generator. | CE failed to show Alternate No. 2 included wiring; interpretation favored State. |
| Did the State’s response to CE’s Governor appeal violate due process or consent to dispute resolution? | Governor’s denial of CE’s appeal without direct contract violated due process. | No contract with CE; only Larson had Governor appeal rights; no due process violation. | Reversed; court held no direct contractual basis for CE against State; due process not violated. |
Key Cases Cited
- Ochoa v. Ford, 641 N.E.2d 1042 (Ind. Ct. App. 1994) (mutual assent required for contract formation; missing terms negate contract)
- Roberts v. Alcoa, Inc., 811 N.E.2d 466 (Ind. Ct. App. 2004) (unjust enrichment requires a measurable benefit and unjust retention)
- MPACT Constr. v. Superior Concrete Constructors, 802 N.E.2d 901 (Ind. 2004) (no recovery when no contract or intended beneficiaries)
- State Dept. of Natural Res. v. CCI, 860 N.E.2d 651 (Ind. Ct. App. 2007) (unjust enrichment four-part test applied to owner–subcontractor disputes)
- Inlow v. Inlow, 797 N.E.2d 810 (Ind. Ct. App. 2004) (elements of unjust enrichment and implied contract)
- Encore Hotels of Columbus, LLC v. Preferred Fire Prot., 765 N.E.2d 658 (Ind. Ct. App. 2002) (standard of review for trial court findings on contract issues)
- Albright v. Bogue, 736 N.E.2d 782 (Ind. Ct. App. 2000) (fact-finding and credibility limitations in reviewing judgments)