## Facts

- Vertex, Inc., a private contractor, provided Y2K remediation and related computer services to the City of Waterbury.
- In March 1999, Vertex sent the City a proposal for Y2K services; the City accepted, and Vertex began work before a formal contract was executed.
- The parties later executed a written contract dated June 7, 1999, covering installation of software and tasks described in the March proposal.
- On July 1, 1999, Vertex submitted a second proposal for additional Y2K work it claimed was newly discovered during the initial work period.
- Vertex asserted the City accepted the July proposal, Vertex performed the additional services, and the City refused to pay.
- The City denied accepting the July proposal and contended any additional work fell within the scope of the June written contract.
- Vertex sued for breach of contract, estoppel, and unjust enrichment to recover compensation for the July 1999 work.

## Issues

1. Whether a trial court may dismiss, on its own initiative and without a dispositive motion, nonjurisdictional claims for breach of contract and estoppel shortly before trial.
2. Whether it is reversible error in an unjust-enrichment action to instruct the jury using implied-in-fact contract principles rather than the equitable standard for unjust enrichment.

## Decision

- The Supreme Court of Connecticut held the trial court improperly dismissed the breach-of-contract and estoppel counts sua sponte.
- The Court held jury instructions framed in implied-in-fact contract terms are improper for an unjust-enrichment claim.
- The Court reversed the judgment for the City and remanded for a new trial consistent with the correct legal standards.

## Legal Principles

- A trial court’s sua sponte disposition of nonjurisdictional claims is improper absent a recognized basis and the procedural safeguards typically provided through appropriate dispositive motions.
- Unjust enrichment is an equitable, noncontractual remedy that permits restitution when retention of a benefit without payment would be unjust and no contract remedy applies.
- To prove unjust enrichment, a plaintiff must show: (1) the defendant was benefitted, (2) the defendant unjustly failed to pay for the benefit, and (3) the failure to pay was detrimental to the plaintiff.
- An implied-in-fact contract is a true contract inferred from conduct and requires mutual assent and consideration; importing these requirements into an unjust-enrichment jury charge misstates the law and risks requiring proof of contract formation where none is required.

## Conclusion

The court ordered a new trial because the trial court lacked authority to sua sponte dismiss nonjurisdictional contract and estoppel counts on the eve of trial and because the jury was incorrectly instructed on unjust enrichment using implied-in-fact contract elements, creating prejudicial legal error.


Vertex, Inc. v. City of Waterbury, 898 A.2d 178 (Conn. 2006)