## Facts

- V. H. Gafford owned property in Twin Falls, Idaho and discussed constructing an office building with contractor Leo Bastian.
- After an oral discussion about Bastian constructing the building, Bastian began drafting building plans.
- When Gafford sought financing, the lender required a firm construction bid as a condition of funding.
- Gafford requested a firm bid from Bastian; Bastian refused and would proceed only on a cost-plus basis.
- Gafford then hired another architect to prepare different plans and hired another contractor to build the project.
- The building was constructed using the other architect’s plans; Gafford did not use Bastian’s plans.
- Bastian filed a mechanic’s lien for $3,250 for services and materials in preparing the plans and sued to foreclose the lien, asserting an implied-in-fact contract to be paid for the plans.

## Issues

1. Whether the trial court erred by treating the claim solely as unjust enrichment rather than analyzing whether an implied-in-fact contract existed.
2. Whether the evidence established an implied-in-fact contract requiring Gafford to pay Bastian for preparing plans even though they were not used.
3. Whether any underlying obligation supported foreclosure of Bastian’s mechanic’s lien.

## Decision

- The Idaho Supreme Court held the trial court erred by failing to distinguish an implied-in-fact contract theory from a quasi-contract/unjust enrichment theory.
- The Court independently reviewed the record and concluded no implied-in-fact contract was formed because the evidence did not show mutual assent to pay Bastian for the plans as a separate obligation.
- The Court agreed that unjust enrichment was not shown because Gafford did not use or retain a benefit from Bastian’s plans.
- The judgment for Gafford, including denial of lien foreclosure, was affirmed.

## Legal Principles

- A contract implied in fact is a true contract inferred from the parties’ conduct and surrounding circumstances and requires objective proof of mutual agreement and intent to promise.
- A quasi-contract (contract implied in law) is a restitutionary obligation imposed to prevent unjust enrichment and requires proof the defendant received and unjustly retained a benefit.
- Lack of unjust enrichment does not, by itself, defeat an implied-in-fact contract claim; the controlling question is whether mutual assent to the alleged promise is shown.
- Without an enforceable underlying obligation (contractual or restitutionary), a mechanic’s lien claim premised on the alleged obligation fails.

## Conclusion

The court affirmed judgment for the property owner because the contractor failed to prove mutual assent to an implied-in-fact agreement to pay for preliminary plans, and the owner was not unjustly enriched where the plans were never used; therefore, the mechanic’s lien could not be foreclosed.


Bastian v. Gafford, 98 Idaho 324, 563 P.2d 48 (1977)