## Facts

- Caroline County contracted with J. Roland Dashiell & Sons, Inc. to renovate and expand the county detention center for over \$3 million using a standard AIA form agreement.
- The contract required completion within 425 calendar days and set liquidated damages at \$500 per day for late completion.
- The contract also imposed detailed written notice and formal claim-submission requirements for changes, extra work, delays, and time extensions.
- Dashiell received a 60-day extension in 1994; no further formal extensions were approved.
- The County took beneficial occupancy on June 6, 1996.
- On July 15, 1996, Dashiell submitted a formal claim seeking a 522-day extension and more than \$1 million in additional compensation, citing weather delays and design deficiencies.
- The County denied the claim as untimely and withheld \$326,621 as liquidated damages from the contract balance.
- Dashiell sued the County (and the project engineer) seeking damages exceeding \$2 million and return of the withheld liquidated damages, pleading breach of contract and quasi-contract theories including unjust enrichment.

## Issues

1. Whether an express, enforceable construction contract between the parties bars an unjust enrichment claim seeking compensation for matters governed by that contract.
2. Whether the unjust enrichment claim could be dismissed on summary judgment based on alleged defects in the contractor’s opposing affidavit.

## Decision

- The Court of Appeals of Maryland held that the existence of an express, enforceable contract governing the parties’ relationship and the disputed subject matter barred Dashiell’s unjust enrichment claim against the County.
- The court reversed the intermediate appellate court’s ruling that had allowed the unjust enrichment count to proceed.
- Because unjust enrichment was unavailable as a matter of law, any dispute about the affidavit’s adequacy did not affect the outcome.
- The result reinstated judgment in favor of the County on the unjust enrichment claim.

## Legal Principles

- Unjust enrichment (quasi-contract) generally is unavailable when an express, enforceable contract exists between the same parties and covers the same subject matter.
- Quasi-contract cannot be used to obtain compensation for contract-governed work or delay costs where the contract provides the exclusive procedures and conditions for such recovery.
- A party’s failure to satisfy contractual notice and claim-submission requirements does not create a “gap” permitting recovery in unjust enrichment for the same performance regulated by the contract.
- When a claim fails as a matter of substantive law, procedural disputes about evidentiary submissions opposing summary judgment may be immaterial to disposition.

## Conclusion

The court held that a contractor cannot pursue unjust enrichment to recover additional compensation for delays, extra work, or time extensions when those matters are comprehensively governed by a valid written construction contract, even if the contractor’s contract claims are barred by noncompliance with contractual claim procedures.


Cnty. Comm’rs of Caroline Cnty. v. J. Roland Dashiell & Sons, Inc., 358 Md. 83, 747 A.2d 600 (Md. 2000)