## Facts

- Henry S. Bloomgarden, president of an urban/environmental consulting firm (SDI), learned that Charles B. Coyer and McClellan Guy sought partners to develop Georgetown waterfront property in Washington, D.C.
- On January 26, 1970, Bloomgarden arranged a meeting between Coyer/Guy and David Carley (a principal investor in SDI) to discuss the project.
- On February 19, 1970, Bloomgarden arranged a meeting between Coyer/Guy and representatives of Inland Steel Company to explore Inland’s participation.
- At neither meeting did Bloomgarden state that he expected a personal finder’s fee; he spoke in terms of SDI possibly receiving consulting work if the project proceeded.
- The record contained no written or oral express agreement for compensation to Bloomgarden from any defendant for making introductions or related efforts.
- By April 1970, Coyer, Guy, and Inland (through Georgetown-Inland and related entities) had reached agreement on the development plan.
- After the arrangement was essentially in place, Bloomgarden pressed for compensation: first seeking a finder’s fee for SDI, then (in May 1970) demanding a personal finder’s fee.
- Defendants refused to pay, and Bloomgarden sued for $1 million, asserting implied-in-fact contract and unjust enrichment theories.

## Issues

1. Whether an implied-in-fact contract to pay a finder’s fee can be inferred when the provider neither expected personal compensation at the time of performance nor communicated any such expectation to the recipients.
2. Whether restitution for unjust enrichment is available when the services were rendered without an intent to charge and were reasonably understood as gratuitous when accepted.

## Decision

- The court affirmed summary judgment for defendants.
- The court held Bloomgarden could not recover under implied-in-fact contract because there was no mutual assent to pay for his services and no basis to infer an obligation to compensate him.
- The court held Bloomgarden could not recover under unjust enrichment because he rendered the services without an intent to charge and defendants reasonably accepted them as noncompensable.
- The court affirmed on these grounds and did not decide whether local broker-licensing requirements independently barred recovery.

## Legal Principles

- An implied-in-fact contract is a true contract; it requires mutual assent and consideration, though assent may be shown by conduct.
- For payment to be implied for services, the provider must contemporaneously expect compensation, and the recipient must know or have reason to know the services are not gratuitous.
- Restitution for unjust enrichment generally requires that benefits be conferred with an intent to charge under circumstances making nonpayment unjust.
- A later decision to charge cannot retroactively convert voluntary or apparently gratuitous services into a compensable contractual or restitutionary obligation.

## Conclusion

Because Bloomgarden did not expect personal payment when he made the introductions and did not put defendants on notice of any fee expectation, no implied-in-fact contract arose and restitution was unavailable; summary judgment for defendants was affirmed.


Bloomgarden v. Coyer, 479 F.2d 201 (D.C. Cir. 1973)