Plaintiffs-Appellees Bushkin Associates, Inc., et al. were awarded $600,000 by a jury against defendant-appellant Raytheon Company on a quantum meruit claim. The district court added $706,191.70 in prejudgment interest, resulting in a total judgment against Raytheon of $1,306,191.70. Ray-theon has appealed the interest award. There are two issues to be decided: whether any prejudgment interest at all should have been added to the verdict, and, if so, what is the date from which prejudgment interest should be computed. We affirm.
PROCEDURAL HISTORY
This case has a long and tortuous procedural history. Bushkin filed a complaint against Raytheon in federal district court on April 28, 1981, alleging breach of an oral fee contract for services rendered relative to the merger of Beech Aircraft Corporation and Raytheon, a quantum meruit claim for the reasonable value of the services, and violations of Mass.Gen.Laws Ann. ch. 93A. The complaint was dismissed by the district court on September 2,1983 on the ground that under New York law,
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which the district court found applicable, the alleged oral contract and the quantum meruit claim were void and unenforceable.
Bushkin Associates, Inc. v. Raytheon Co.,
On appeal we certified questions of law to the Supreme Judicial Court of Massachusetts. It held that Massachusetts law, not New York law, was applicable to the alleged oral contract and that the complaint did not state a cause of action under Mass. Gen.Laws Ann. ch. 93A.
Bushkin Associates, Inc. v. Raytheon Co.,
Trial commenced in November 1985. After Bushkin had presented its evidence, the district court directed a verdict for Ray-theon on all counts. Bushkin appealed. We reversed, holding that the evidence on breach of the alleged oral contract and on the quantum merit claim was sufficient for jury determination. The case was again remanded for trial.
Bushkin Associates, Inc. v. Raytheon Co.,
Prior to the start of the scheduled trial, the district court disqualified Bushkin’s counsel because they had telephonically interviewed jurors who had sat on the case held in November, 1985. The disqualification order was appealed. We affirmed the district court.
In re Bushkin Associates, Inc.,
Bushkin retained new counsel and trial proceeded in July of 1989. The jury returned its verdict on July 12 by its answers to the following four interrogatories.
1. Do you find that the plaintiffs have established by a preponderance of the evidence that the defendant entered into an express oral contract with the plaintiffs under the terms of which contract defendant would pay the plaintiffs a fee for plaintiffs’ help in defendant’s acquisition of or merger with Beech Aircraft Corporation?
Answer YES or NO.
NO
2. Do you find that the plaintiffs have established by a preponderance of the evidence that the defendant entered into an implied in fact contract with the plaintiffs under which contract defendant would pay the plaintiffs a reasonable fee for plaintiffs' help in defendant’s acquisition of or merger with Beech Aircraft Corporation?
Answer YES or NO.
NO
5. Do you find that the plaintiffs have established by a preponderance of the evidence that the defendant received a benefit from the information or services provided by the plaintiffs to the defendant with respect to defendant’s acquisition of or merger with Beech Aircraft Corporation?
Answer YES or NO.
YES
6. What amount of fee do you find that the plaintiffs have established by a preponderance of the evidence to be necessary to compensate the plaintiffs either in accordance with the terms of an express oral contract, or as the reasonable fee in an implied in fact contract, or for the reasonable value of the information or services provided by the plaintiffs to the defendant?
$600,000
(Six Hundred Thousand Dollars)
(Emphasis added).
The district court issued a written opinion explaining its reasons for finding that prejudgment interest should be added to the verdict. Bushkin Associates, Inc. v. Raytheon Co., 717 F.Supp. 18 (D.Mass.1989). This appeal followed the denial of Raytheon’s post-trial motions to alter or amend the judgment by deleting the interest entirely or reducing it.
THE FACTS
We recount only those facts necessary to understand the issues. Bushkin Associates, Inc. is an investment banking firm in New York specializing in mergers and acquisitions. Its principal officer and major actor in this case is Merle J. Bushkin. Bushkin’s relationship with Raytheon began in 1971, prior to his forming the investment firm in August 1972. Bushkin provided merger and acquisition information to Raytheon. Between 1972 and 1978 Bushkin gave Raytheon information about 65 different business entities for acquisition consideration.
In 1973 Bushkin investigated the possibility of the acquisition of Beech Aircraft Corporation by Ethyl Corporation. After a year of investigation and negotiations, the acquisition fell through. Bushkin, of course, had obtained a great deal of infor
In 1974 Bushkin inquired of Raytheon executives if they were interested in acquisitions in the aviation field. The replies did not reject such an acquisition outright, but they were not encouraging. In-January of 1975, Bushkin approached Robert L. Seaman, vice-president for planning of Ray-theon and the person who screened all proposed acquisitions. Bushkin specifically proposed Beech for acquisition by Ray-theon. Negotiations continued between Bushkin and Seaman for six months during which time Seaman obtained a great deal of information from Bushkin about Beech. On July 29,1975, Seaman told Bushkin that Raytheon’s chairman of the board, Thomas L. Phillips, was not interested in Beech.
In the fall of 1975, Bushkin was working with Raytheon on another potential acquisition. He met with Phillips and raised the subject of Raytheon acquiring Beech. According to Bushkin, Phillips said he was not interested. Phillips testified that he could not recall this conversation.
In August, 1976, Raytheon entered into a consulting agreement for mergers and acquisitions with Lonsdale Enterprises, Inc. On November 25, 1976, Lonsdale proposed that Raytheon acquire Beech. In February, 1977, Bushkin was working on another potential acquisition for Raytheon. Bush-kin testified that he again suggested to Phillips that he consider acquisition of Beech and that Phillips responded by saying that he had no interest in general aviation. Phillips testified that he did not recall such a discussion.
A merger agreement was entered into between Raytheon and Beech in November, 1979, effective February 8, 1980. The value of the transaction was put at $816 million. Raytheon paid fees of $500,000 to one Angus MacDonald and $600,000 to Lonsdale.
In early October, 1979, Bushkin read in a newspaper about the impending merger between Beech and Raytheon. On October 5, he wrote Phillips stating, inter alia, “I trust that our fee agreement will be honored.” Raytheon refused to pay Bushkin anything and this lawsuit resulted.
PREJUDGMENT INTEREST ON A QUANTUM MERUIT AWARD
A. Massachusetts Law
The first issue is whether prejudgment interest should be added to a recovery in quantum meruit. The applicable Massachusetts statute states:
In all actions based on contractual obligations, upon a verdict, finding or order for judgment for pecuniary damages, interest shall be added by the clerk of the court to the amount of damages, at the contract rate, if established, or at the rate of twelve per cent per annum from the date of the breach or demand. If the date of the breach or demand is not established, interest shall be added by the clerk of the court, at such contractual rate, or at the rate of twelve per cent per annum from the date of the commencement of the action.
Mass.Gen.Laws Ann. ch. 231, § 6C (West 1990).
Before we begin our exegesis of the Massachusetts cases, we point out that in our opinion remanding the case for trial,
More importantly, restitution on quasi-contractual grounds often enters into the remedial calculus in a contractual context. See generally Perillo, Restitution in a Contractual Context, 73 Colum.L. Rev. 1208 (1973). It is established that a party to a contract may have the right to a quasi-contractual remedy when the other party has breached. See, e.g., Salamon v. Terra,394 Mass. 857 ,477 N.E.2d 1029 , 1032 (1985); Restatement of Restitution, § 107(1) (1936).
We do not suggest that this became “the law of the ease,” but we do assume that
Entitlement to prejudgment interest under Mass.Gen. Laws Ann. ch. 231, § 6C on a quantum meruit award is an open question in the Commonwealth.
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See Jenney v. Airtek Corp.,
The rules of statutory interpretation in Massachusetts are not different than elsewhere.
The familiar rule of statutory construction requires us to interpret a law so as to effectuate the intent of the Legislature in enacting it. The intent of the Legislature is to be determined primarily from the words of the statute, given their natural import in common and approved usage, and with reference to the conditions existing at the time of enactment. This intent is discerned from the ordinary meaning of the words in a statute considered in the context of the objectives which the law seeks to fulfil. Wherever possible, we give meaning to each word in the legislation; no word in a statute should be considered superfluous.
International Org. of Masters v. Woods Hole Steamship Auth.,
We now examine the pertinent Massachusetts cases for a signal as to whether quantum meruit is or is not encompassed by the prejudgment interest statute.
In
Conway v. Electro Switch Corp.,
We begin our answer to the question dealing with interest with the fundamental proposition that interest is awarded to compensate a damaged party for the loss of use or the unlawful detention of money. This is the primary purpose of both G.L. c. 231, § 6B and § 6C, and the underlying common law rule. See Sterilite Corp. v. Continental Casualty Co.,397 Mass. 837 , 841,494 N.E.2d 1008 (1986) (considering G.L. c. 231, § 6C).
Id.
The question in
Sterilite Corp. v. Continental Cas. Co.,
In
J.A. Sullivan Corp. v. Commonwealth,
Quantum meruit is a theory of recovery, not a cause of action. It is a claim independent of an assertion for damages under the contract, although both claims have as a common basis the contract itself. Recovery under this theory is derived from the principles of equity and fairness and is allowed where there is substantial performance but not full completion of the contract. See, generally, 5 S. Williston, Contracts § 805 (3d ed. 1961). In a case involving an unenforceable contract, we allowed quantum meru-it recovery, basing our reasoning on the theory of unjust enrichment. Salomon v. Terra,394 Mass. 857 , 859,477 N.E.2d 1029 (1985). “A person who has been unjustly enriched at the expense of another is required to make restitution to the other.” Id., quoting Restatement of Restitution § 1 (1937).
Id.
In
Salomon v. Terra,
A quasi contract or a contract implied in law is an obligation created by law “for reasons of justice, without any expression of assent and sometimes even against a clear expression of dissent.... [Considerations of equity and morality play a large part ... in constructing a quasi-contract_” 1 A. Corbin, Contracts § 19 (1963). It “is not really a contract, but a legal obligation closely akin to a duty to make restitution.” Bloomgarden v. Coyer,479 F.2d 201 , 210 (D.C.Cir.1973). “A person who has been unjustly enriched at the expense of another is required to make restitution to the other.” Restatement of Restitution, § 1 (1937). The underlying basis for awarding quantum meruit damages in a quasi-contract case is unjust enrichment of one party and unjust detriment to the other party. See U.S. Controls Corp. v. Windle,509 F.2d 909 , 912 (7th Cir.1975); 1 A. Corbin, Contracts § 19A (Kaufman Supp.1984).
Id.,
We conclude our canvass of Massachusetts cases on this issue by noting that in an action of quantum meruit for legal services, where there was no written fee agreement, prejudgment interest from the date of the suit was added to the damages award.
Mulhern v. Roach,
Our analysis of the Massachusetts cases convinces us that quantum meruit is encompassed by the prejudgment interest statute. There are two themes running through the cases that lead to this conclusion: the contractual setting of quantum meruit claims, and the primary objectives of the statute.
Most quantum meruit claims arise in a contractual context, as did this one. The Supreme Judicial Court has held that a claim for damages under the contract and a quantum meruit claim “have as a common basis the contract itself.”
J.A. Sullivan Corp.,
The two primary objectives of the statute, as found by the Massachusetts courts, embrace quantum meruit claims. In determining legislative intent, Massachusetts law requires that we look to “the ordinary meaning of the words in a statute considered in the context of the objectives which the law seeks to fulfill.”
International Org. of Masters,
Finally, we think it significant that in two cases,
J.A. Sullivan,
Appellant’s most compelling argument is that because plaintiffs’ claims based on an express oral contract and an implied in fact contract were rejected by the jury, its quantum meruit claim was not based on a contractual obligation. There are two answers to this. First, while different in some ways, Bushkin’s quantum meruit claim was generically, or categorically, related to its contract claims. In most contract cases, a jury’s finding that two parties entered into an express or implied contract constitutes a statement that the two parties engaged in lawful conduct which created a duty of performance on each side. Similarly, a jury’s finding that one party may recover on a quantum meruit claim against another party is, in effect, a statement that one party engaged in lawful conduct which created a duty of performance for the other party — in this case Ray-theon. Unlike a tort claim sounding in deceit or fraud, a quantum meruit claim does not rest on a transaction tainted by wrongdoing which gives rise to a legal obligation to pay. Rather, like a contract claim a quantum meruit claim rests on a completely lawful transaction that is found to create a duty of performance — typically, payment. Thus, the quantum meruit claim is a kind of first cousin to a claim based on contract.
Second, because of the way the Massachusetts cases treat quantum meruit — as a contract related claim — we do not think that the legislature intended to distinguish between a quantum meruit claim based on partial performance of contract and one brought as an alternative to the main contract claim. Clearly a quantum meruit claim based on substantial performance but not full completion of the contract,
see J.A. Sullivan Corp.,
Appellant also argues that because quantum meruit claims fall within Mass.Gen.L. ch. 231, § 6H, this shows that the legislature did not intend to include quantum meruit within § 6C. Section 6H provides:
In any action in which damages are awarded, but in which interest on said damages is not otherwise provided by law, there shall be added by the clerk of court to the amount of damages interest thereon at the rate provided by section six B to be determined from the date of commencement of the action even though such interest brings the amount of the verdict or finding beyond the maximum liability imposed by law.
There is no doubt that a quantum meruit action comes within the phrase, “any action in which damages are awarded,” but that does not show that the legislature did not intend § 6C to encompass quantum meruit claims. Appellant has pointed to nothing by way of legislative history or case law, and we have found none, indicating that quantum meruit was one of the actions the legislature had in mind when it enacted § 6H. Prior to the passage of § 6H, prejudgment interest was authorized in tort and contract actions (§§ 6B and 6C). Section 6H extends that to “any action in which damages are awarded.” That is all it does; it has no bearing on the issue before us.
Because of the importance of the issue to the parties, we have reviewed the law in those jurisdictions that have statutes comparable to the prejudgment interest statute of Massachusetts. The pertinent section of the California statute provides:
Every person who is entitled under any judgement to receive damages based upon a cause of action in contract where the claim was unliquidated, may also recover interest thereon from a date prior to the entry of judgment as the court may, in its discretion, fix, but in no event earlier than the date the action was filed.
Cal.Civ.Code § 3287(b) (West 1990).
The California cases involving the question of whether prejudgment interest should be added to a quantum meruit award have consistently held that the statute mandates the addition of prejudgment interest.
George v. Double D Foods, Inc.,
New York has a statute which states: Action in Which Recoverable: Interest shall be recovered upon a sum awarded because of a breach of performance of a contract, or because of an act or omission depriving or otherwise interfering with title to, or possession or enjoyment of, property, except that in an action of an equitable nature, interest and the rate and date from which it shall be computed shall be in the court’s discretion.
N.Y.Civ.Prac. L. & R. § 5001(a) (West 1990). The New York cases we have examined hold that prejudgment interest adheres to an award in quantum meruit.
Govern & McDowell v. McDowell & Walker, Inc.,
The pertinent part of the North Carolina statute provides:
Contracts: In an action for breach of contract, except an action on a penal bond, the amount awarded on the contract bears interest from the date of breach. The fact finder in an action for breach of contract shall distinguish the principal from the interest in the award, and the judgment shall provide that the principal amount bears interest until the judgment is satisfied.
N.C.Gen.Stat. § 24-5(a) (West 1990). The cases in North Carolina hold that prejudgment interest should be added to a quantum meruit award.
Thompson-Arthur Paving Co. v. Lincoln Battleground Assoc., Ltd.,
The last state we have considered is Texas. Its statute provides:
When no specified rate of interest is agreed upon by the parties, interest at the rate of six percent per annum shall be allowed on all accounts and contracts ascertaining the sum payable, commencing on the thirtieth (30th) day from and after the time when the sum is due and payable.
Tex.Rev.Civ.Stat.Ann. art. 5069-1.03 (West 1990). The Texas cases, as with those in the other states, hold that interest attaches to a quantum meruit award.
McDaniel v. Tucker,
The case law in these four jurisdictions buttresses our holding that under Massachusetts law prejudgment interest would be added to a quantum meruit award. We turn to the next issue.
THE DATE FROM WHICH PREJUDGMENT INTEREST SHOULD BE COMPILED
Appellant argues that prejudgment interest should run only from the date of filing suit. It contends that Bushkin’s let
We do not determine whether the letter of October 5, 1979, met the demand requirements of the statute because before the case was submitted to the jury the parties stipulated “that a demand by Bush-kin was first made of Raytheon on October 5, 1979.” Prior to the stipulation being made, the parties had examined the proposed verdict form and counsel for plaintiffs stated: “I think it’s excellent, but I think there’s a requirement unless we can stipulate that the jury find on what day Bushkin demanded relief.” The stipulation followed.
Plaintiffs’ counsel was correct about Massachusetts law. In
Deerskin Trading Post v. Spencer Press,
Under G.L. c. 231, § 6C, prejudgment interest is to be calculated from the date of the breach or demand, if established. If the date of breach or demand is not established, prejudgment interest is to be calculated from the date of commencement of the action. Establishing the date of breach or demand is a determination for the trier of fact, and, where trial has proceeded before a jury, neither the judge nor an appellate court can make such a determination. Karen Constr. Co. v. Lizotte, supra, 396 Mass. [143] at 149,484 N.E.2d 1011 . [ (1985) ]
Id.
Appellant’s argument that the stipulation “was a mere stipulation of fact, not a concession of law,” and that it be construed to apply to the contract claims only, is disingenuous. The stipulation was not limited or circumscribed in any way. That the case was decided differently than defendant anticipated is not a reason for restricting the stipulation ex post facto.
At common law prejudgment interest in a contract case ran from the date the action was commenced if the damages were unliq-uidated and from the date of the demand, if liquidated.
Sterilite Corp.,
We have carefully considered all of appellant’s well stated and skillfully argued contentions and find them unavailing.
Affirmed. Costs awarded to appellees.
Notes
. The New York Statute of Frauds, New York General Obligations Law, § 5-701.
. The complete instruction stated:
The third theory of liability in this case is called contract implied in law, or quasi-contract. Quasi contracts are not really true contracts at all for they do not depend upon a finding of assent between the parties, nor do they depend upon a finding of assent between the parties, nor do they depend upon a finding of promises, either express or implicit.
Rather, the law imposes a quasi-contract, or contract implied in law, when it appears as though one party has been unjustly enriched at the expense of another or that one party has been unjustly deprived of compensation earned.
. The question is unlikely to be decided by the Massachusetts courts because after the date of the commencement of this action, Mass.Gen.L. ch. 231, § 6H was enacted. It provides for prejudgment interest “[i]n any action in which damages are awarded."
We have decided against certification for three reasons: (1) our reluctance to certify what would be for the Supreme Judicial Court a hypothetical question; (2) the protracted history of this case; and (3) both parties are opposed to certification.