## Facts

- Jack Copeland, doing business as Copeland Equipment Company, orally agreed to sell Walter Anderson a used tractor for $450.
- Anderson took possession of the tractor and attempted to obtain financing to pay the purchase price.
- Anderson was unable to obtain a loan and notified Copeland.
- Copeland asked Anderson to return the tractor; Anderson returned it, and the parties treated the sale agreement as rescinded.
- Copeland sued Anderson to recover the reasonable rental value of the tractor for the period Anderson possessed and used it (about 11 days).
- The case was tried to a jury, which awarded Copeland $50 based on the reasonable rental value for Anderson’s period of use.
- Anderson moved for a new trial; the trial court denied the motion.
- Anderson appealed to the Supreme Court of Oklahoma.

## Issues

1. After the parties rescinded an oral sales agreement and the buyer returned the tractor, may the seller recover the reasonable rental value for the period the buyer used the tractor under a contract implied in law (quasi-contract) to prevent unjust enrichment?

## Decision

- The court held that, once the parties rescinded the sale and returned to their pre-contract positions, the buyer’s unpaid use of the seller’s tractor created an obligation imposed by law to pay reasonable rental value.
- The court treated the parties’ dispute over whether the original sale was conditional or unconditional as not controlling because both sides agreed the contract was rescinded and the tractor was returned.
- The court relied on Oklahoma law recognizing quasi- or constructive contracts as obligations created by law, without the bound party’s assent, where reason and justice require payment.
- The judgment on the jury’s $50 verdict for Copeland was affirmed.

## Legal Principles

- A contract implied in law (quasi- or constructive contract) is an obligation imposed by law, without regard to the defendant’s assent, when reason and justice require compensation.
- When parties rescind a transaction, they are restored to the status quo ante; however, if one party has received a measurable benefit (such as use of property) without paying, restitution may be required.
- To avoid unjust enrichment, the law may require payment of the reasonable value of the benefit received, including reasonable rental value for use of personal property during possession.
- Where the parties abandon contract remedies by rescinding the agreement, recovery may proceed on a restitution theory rather than on enforcement of the rescinded bargain.

## Conclusion

Because Anderson used Copeland’s tractor for about 11 days and then returned it after the parties rescinded the sale, Oklahoma law imposed a quasi-contract duty to pay the reasonable rental value of that use to prevent unjust enrichment, and the Supreme Court of Oklahoma affirmed the $50 judgment for Copeland.


Anderson v. Copeland, 378 P.2d 1006 (1963)