## Facts

- Samuel Mogavero was a successful general contractor who had semi-retired but continued working in real-estate related activities.
- Mogavero and Larry Silverstein were friends; Silverstein had previously sought Mogavero’s advice about real estate investments and projects.
- Silverstein pursued a project to convert a warehouse into luxury loft-style residential units.
- Mogavero alleged that Silverstein orally agreed Mogavero would help with the warehouse conversion and would be paid 5% of the construction costs.
- The parties did not agree on the specific scope of Mogavero’s duties, the duration of the relationship, or other material terms that would define the work and compensation arrangement.
- For about a year, during the project’s planning phase, Mogavero provided services connected to the development effort.
- Silverstein terminated Mogavero’s involvement and proceeded to complete the project successfully without him.
- Mogavero sued Silverstein (and a related entity involved in the project) asserting breach of contract based on the alleged oral employment agreement and, alternatively, quantum meruit/unjust enrichment.
- On the quantum meruit theory, Mogavero produced evidence of the reasonable value of his services but did not provide evidence quantifying the benefit Silverstein actually received from those services.
- The trial court granted summary judgment for the defendants on both counts, and Mogavero appealed.

## Issues

1. Whether the alleged oral employment agreement was sufficiently definite in its material terms to be enforceable.
2. Whether, to recover in quantum meruit/unjust enrichment under Maryland law, a plaintiff must prove the value of the benefit the defendant received (what the defendant gained), rather than only the reasonable value of the plaintiff’s services.

## Decision

- The Court of Special Appeals of Maryland affirmed summary judgment for the defendants on both counts.
- The court held the alleged oral employment agreement was too indefinite to enforce because essential terms—especially the nature and scope of Mogavero’s duties and related obligations—were not agreed upon with enough certainty for a court to determine the parties’ respective commitments.
- On quantum meruit/unjust enrichment, the court held Mogavero was required to prove what the defendants actually gained from his services (the value of the benefit conferred and retained).
- Because Mogavero offered proof of the reasonable value of his services but did not offer proof from which a factfinder could measure the defendants’ enrichment attributable to those services, summary judgment on the quantum meruit count was proper.

## Legal Principles

- An enforceable contract requires sufficiently definite material terms so a court can identify the parties’ obligations and determine whether a breach occurred.
- Where an alleged agreement omits or leaves open essential employment terms—such as scope of work, duration, and concrete responsibilities—it may be too indefinite to enforce.
- Quantum meruit/unjust enrichment in Maryland is measured by the value of the benefit conferred upon and retained by the defendant, not simply the market value of the plaintiff’s services.
- At the summary-judgment stage, a quantum meruit plaintiff must present evidence that permits a rational factfinder to quantify the defendant’s benefit traceable to the plaintiff’s work; evidence only of time spent or a service rate is not enough without proof of resulting gain to the defendant.

## Conclusion

The appellate court affirmed summary judgment because the alleged oral employment arrangement lacked definite material terms necessary for enforcement, and because Mogavero’s quantum meruit claim failed as a matter of proof: he did not present evidence showing the value of any benefit the defendants actually received and retained from his services.


Mogavero v. Silverstein, 790 A.2d 43 (2002)