WILLIAM J. MANSFIELD, INC. v. UDREN LAW OFFICES, P.C.
2:18-cv-03569
E.D. Pa.Aug 16, 2019Background
- Mansfield is a legal-advertising vendor that placed foreclosure notices for Udren Law from 1995–2018; there was no written contract beyond invoices.
- Invoices contained two line items: a $20 "Service Charge" and a variable "Publications" charge; Udren Law paid Mansfield for >20 years and paid nearly $2M in the 4 years before litigation.
- Udren Law stopped paying in 2018 while winding down; Mansfield seeks $138,241.08 for unpaid invoices (plus pre-judgment interest).
- Udren Law contends Mansfield deceptively included undisclosed markups in the "Publications" line item (alleged up-charges) and counterclaimed for conversion; it estimates up-charges at ~$383,000.
- The court found an enforceable oral contract formed by the parties’ long course of dealing, concluded Udren Law breached, rejected unjust enrichment and mitigation defenses, and dismissed the conversion counterclaim.
Issues
| Issue | Plaintiff's Argument (Mansfield) | Defendant's Argument (Udren Law) | Held |
|---|---|---|---|
| Breach of contract — existence and terms | Long course of performance shows an oral contract; invoices as billed reflect agreed fees including Mansfield’s pricing method | Udren Law says "Publications" meant only actual publisher costs and only $20 was Mansfield’s fee | Court: Oral contract existed; course of performance (decades of payments without objection) established Mansfield’s billing method; Udren Law breached and owes $138,241.08 |
| Unjust enrichment / alternative recovery | Mansfield alternatively asserted unjust enrichment if no enforceable contract | Udren Law sought recovery for alleged unjust enrichment by Mansfield’s markups | Court: Unjust enrichment unavailable because an enforceable oral contract existed |
| Mitigation / failure to mitigate | Mansfield sought full unpaid balance; provided evidence it could not produce publisher invoices when third party (RAS Citron) asked | Udren Law argued Mansfield should have produced publisher invoices or otherwise mitigated and that RAS Citron would have paid | Court: Udren Law failed to prove mitigation — record shows Mansfield did not have publisher invoices and Udren Law did not prove reasonable alternative steps; mitigation defense rejected |
| Conversion (counterclaim) | N/A (plaintiff did not assert conversion) | Udren Law alleged Mansfield obtained payments by false pretenses/ deceptive invoices and converted Udren Law’s property | Court: Conversion claim fails — Udren Law did not prove Mansfield lacked consent to payment; long course of payment rebuts deception theory |
Key Cases Cited
- Meyer, Darragh, Buckler, Bebenek & Eck, P.L.L.C. v. Law Firm of Malone Middleman, P.C., 137 A.3d 1247 (Pa. 2016) (elements of breach of contract).
- Prieto Corp. v. Gambone Constr. Co., 100 A.3d 602 (Pa. Super. 2014) (course of performance may evidence acceptance of contract terms).
- Fernandez v. Levin, 548 A.2d 1191 (Pa. 1988) (prejudgment interest on definite sum breaches).
- TruServ Corp. v. Morgan’s Tool & Supply Co., Inc., 39 A.3d 253 (Pa. 2012) (statutory legal interest rate).
- Prusky v. ReliaStar Life Ins. Co., 532 F.3d 252 (3d Cir. 2008) (burden and standard for mitigation of damages).
- Universal Premium Acceptance Corp. v. York Bank & Trust Co., 69 F.3d 695 (3d Cir. 1995) (definition and elements of conversion).
- McConaghy v. Bank of New York for Certificate Holders CWALT, Inc., 192 A.3d 1171 (Pa. Super. 2018) (unjust enrichment elements and inapplicability when an express contract exists).