V. Contract or Quasi-Contract

CONTRACT OR QUASI-CONTRACT CAUSES OF ACTION

Types for Causes of Action:

  1. Accounting
  2. Account Stated
  3. Anticipatory Breach of Contract
  4. Breach of Contract Causing Damage
  5. Breach of Implied Covenant of Good Faith and Fair Dealing
  6. Buyer Recovering Specifically Identified Goods
  7. Careless Contractual Work
  8. Child’s Right to Rescind Contract
  9. Confusing Language in Written Contract
  10. Constructive Fraud in Contract
  11. Consumer Contract Containing Unlawful Provision
  12. Consumer Credit Billing Error
  13. Consumer Goods Leased Under Unconscionable Circumstances
  14. Consumer Loan Broker Acting Improperly
  15. Contract 
  16. Contract Performance Interfered with by Outsider
  17. Contract Rescission
  18. Coverage for Causes Extending from Insured Risk
  19. Duress Permitting Contract Rescission
  20. Fraud by Others outside Contract
  21. Fraud Permitting Reformation or Rescission
  22. Goods Sold and Delivered 
  23. Guaranty
  24. Implied Contract
  25. Insane Party Rescinding Contract
  26. Insolvent Buyer Having Bought Goods
  27. Insolvent Lessor Leased Goods
  28. Insolvent Seller Having Sold Goods
  29. Intentional Interference with Contractual Relationship
  30. Intentional Interference with Prospective Economic Advantage
  31. Limited Partnership Certificate Containing Falsehood
  32. Malicious Interference with Contract Rights
  33. Malicious Interference with Prospective Economic Advantage
  34. Money Had and Received
  35. Mutual Mistake in Contract
  36. Obligation to Pay Services Sought for Other
  37. Overpayment on Contract Recovered
  38. Promise Causing Detrimental Reliance
  39. Promissory Estoppel
  40. Quantum Meruit
  41. Quasi-Contract
  42. Recoupment for Contract Breach Harming Outsider
  43. Reliance on Other’s Conduct (estoppel)
  44. Rescission and Cancellation of Written Instruments (fraud)
  45. Rescission and Cancellation of Written Instruments (misrepresentation)
  46. Sale of Goods Breached by Buyer
  47. Sale of Goods Breached by Seller
  48. Sale of Personal Property
  49. Statue of Frauds
  50. Substantial Performance of Contract Allowing Recovery
  51. Third-Party Beneficiary
  52. Unconscionability Permitting Contract Rescission
  53. Unilateral Mistake in Contract
  54. Unjust Enrichment
  55. Warranty on Goods Breached by Seller
contract or quasi-contract causes of action

Contracts are the most lengthy and complicated causes of action. Take your time looking them over.

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I. ACCOUNTING

Elements to prove:

  1. relations of a mutual and confidential nature;
  2. money or property entrusted to the defendant imposing a fiduciary duty;
  3. no adequate legal remedy; and
  4. in some cases, a demand for an accounting and a refusal.

II. ACCOUNT STATED

Elements to prove:

  1. the existence of a debtor-creditor relationship;
  2. a mutual examination of the claims of the respective parties;
  3. the striking of a balance; and
  4. and an agreement, express or implied, that the party against whom the balance is struck will pay the debt.
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III. ANTICIPATORY BREACH OF CONTRACT

Elements to prove:

  1. repudiates his or her duties;
  2. under a bilateral contract where there is dependency of performances;
  3. prior to the time designated for performance;
  4. before he has received all of the consideration due under the contract; and
  5. such repudiation entitles the non-repudiating party to claim damages for total breach.

IV. BREACH OF CONTRACT CAUSING DAMAGE

Elements to prove:

  1. the existence of a contract between plaintiff and defendant;
  2. performance by the plaintiff;
  3. defendant’s failure to perform; and
  4. damages resulting from such failure to perform.

V. BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING

Elements to prove:

  1. the plaintiff and defendants are parties to a contract;
  2. the defendant acts in a manner, not expressly forbidden by the contract,
    1. to deprive the plaintiff;
    2. prevent performance of the contract; or
    3. withhold its benefits from the plaintiff; and
  3. the conduct must be deliberate.

VI. BUYER RECOVERING SPECIFICALLY IDENTIFIED GOODS

Elements to prove:

  1. a buyer;
  2. who has paid a part or all of the price of goods;
  3. for which he has contracted for;
  4. may on making and keeping good a tender of any unpaid portion of their price recover the goods from the seller where:
    1. in the case of goods bought for personal, family, or house-hold purposes, the seller repudiates or fails to deliver as required by the contract; or
    2. in all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.

VII. CARELESS CONTRACTUAL WORK

Elements to prove:

  1. a person charged with performing work under a contract;
  2. where there are either express or implied terms of performance;
  3. must exercise reasonable skill and care in performing the work; and
  4. negligent performance of the work may give rise to actions in tort and for breach of contract.

VIII. CHILD’S RIGHT TO RESCIND CONTRACT

Elements to prove:

  1. at the time the contract was entered into the party was an infant;
  2. he or she has not affirmed or ratified the contract since reaching the age of majority; and
  3. the contract is not for necessaries.

IX. CONFUSING LANGUAGE IN WRITTEN CONTRACT

Elements to prove:

  1. viewed objectively;
  2. by a reasonably intelligent person who has examined the context of the entire integrated agreement;
  3. who is cognizant of the customs, practices, usages and terminology as generally understood in the particular trade or business; and
  4. the term is deemed to be susceptible of two or more meanings.

X. CONSTRUCTIVE FRAUD IN CONTRACT

Elements to prove to recover:

  1. from its contracting counterpart where;
  2. plaintiff established that defendant made a representation of fact; and
  3. that it was either untrue or recklessly made.

XI. CONSUMER CONTRACT CONTAINING UNLAWFUL PROVISION

Elements to prove:

  1. the buyer agrees not to assert against an assignee a claim or defense arising out of the sale;
  2. in the absence of the buyer’s default, the holder may, arbitrarily and without reasonable cause, accelerate the maturity of any part or all of the amount owing thereunder;
  3. a power-of-attorney is given to confess judgment in this state, or an assignment of wages is given;
  4. the seller or holder of the contract or obligation or other person acting on his behalf is given authority to enter upon the buyer’s premises unlawfully or to commit any breach of the peace in the repossession of goods;
  5. the buyer waives any right of action against the seller or holder of the contract or obligation, or other person acting on his behalf, for any illegal act committed in the collection of payments under the contract or obligation or in the repossession of goods;
  6. the buyer executes a power-of-attorney appointing the seller or holder of the contract or obligation, or other person acting on his behalf, as the buyer’s agent in collection of payments under the contract or obligation or in the repossession of goods; provided, however, that this paragraph shall not prohibit the inclusion in a contract or obligation of a limited power of attorney or other provision authorizing the holder to execute in the name of the buyer any proofs of insurance claims or losses or to endorse the name of the buyer on any insurance settlement draft or check;
  7. the buyer relieves the seller from liability for any legal remedies which the buyer may have against the seller under the contract or obligation or any separate instrument executed in connection therewith;
  8. the buyer waives any right to a trial by jury in any action or proceeding arising out of the contract or obligation; or
  9. the maturity of any part or all of the amount owing thereon is accelerated where, following the buyer’s default and the repossession of the goods, the buyer makes timely tender of an amount which would be sufficient to redeem the goods in the absence of such provision.

XII. CONSUMER CREDIT BILLING ERROR

Elements to prove:

  1. the initial occurrence of;
  2. an error by omission or commission by the creditor;
  3. in a billing statement given to the consumer by the creditor in
  1. posting any debit or credit;
  2. the computation of any amount;
  3. any similar error of an accounting nature; or
  4. posting any debit for goods which were not received by the consumer as required by statute.

XIII. CONSUMER GOODS LEASED UNDER UNCONSCIONABLE CIRCUMSTANCES

Elements to prove by a determination of the court:

through examination of procedural and substantive elements, such as:

  1. terms that are unreasonably favorable to one party;
  2. grossly inadequate consideration given by the seller;
  3. unfair disclaimers of warranty;
  4. high pressure sales tactics;
  5. unequal bargaining position; or
  6. confusing or hidden language in the written agreement;
  7. the court may refuse to enforce the lease contract;
  8. it may enforce the remainder of the lease contract without the unconscionable clause; or
  9. it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

XIV. CONSUMER LOAN BROKER ACTING IMPROPERLY

Elements to prove:

  1. he has breached his fiduciary duty;
  2. to the consumer;
  3. who utilized the broker’s services.

XV. CONTRACT

Elements to prove:

  1. an offer;
  2. acceptance of the offer;
  3. consideration;
  4. mutual assent; and
  5. an intent to be bound by the contract.

XVI. CONTRACT PERFORMANCE INTERFERED WITH BY OUTSIDER

Elements to prove:

  1. the intentional interference with the performance of the contract;
  2. was by a defendant that owed a fiduciary duty, or was in privity with a party who owed a fiduciary duty, to the plaintiff interfered; and
  3. without legal or social justification.

XVII. CONTRACT RESCISSION

Elements to prove:

  1. here has been fraud in the inducement of the agreement;
  2. lack of consideration;
  3. willful and material breach;
  4. impossibility of performance;
  5. substantial mistake of law or fact; or
  6. illegality; and
  7. where damages would not be an adequate remedy.

XVIII. COVERAGE FOR CAUSES EXTENDING FROM INSURED RISK

Elements to prove:

  1. for a loss;
  2. when the cause of the loss is not to be expected; and
  3. thus, covered as a risk.

XIX. DURESS PERMITTING CONTRACT RESCISSION

Elements to prove:

  1. there were threats of an unlawful act by one party;
  2. to compel the performance by the other party;
  3. of an act the party had a legal right to abstain from performing; and
  4. thus, depriving plaintiff of the ability to act in furtherance of his or her own interest or the ability to exercise free will.

XX. FRAUD BY OTHERS OUTSIDE CONTRACT

Elements to prove:

  1. for its agent’s misrepresentations;
  2. where the agent is acting with either implied or express authority;
  3. the plaintiff relied on those misrepresentations;
  4. when entering into the contract.

XXI. FRAUD PERMITTING REFORMATION OR RESCISSION

Elements to prove:

  1. material facts;
  2. were misrepresented; and
  3. those misrepresentations were the inducement to the contract.

XXII. GOODS SOLD AND DELIVERED

Elements to prove:

  1. goods;
  2. have been contracted for;
  3. delivered; and
  4. the seller may collect payment from the buyer.

XXIII. GUARANTY

Elements to prove:

  1. the creditor proves;
  2. an absolute and unconditional guaranty on;
  3. the underlying debt; and
  4. the guarantor’s failure to perform under the guaranty.

XXIV. IMPLIED CONTRACT

Elements to prove:

  1. performance or delivery;
  2. acceptance;
  3. of goods or services;
  4. gives rise to the inference of an implied contract;
  5. to pay for;
  6. the reasonable value of the goods or services.

XXV. INSANE PARTY RESCINDING CONTRACT

Elements to prove:

  1. a party is found to have been mentally incapacitated;
  2. at the time that the contract was executed; and
  3. where the state of mind complained of is such that the party was incapable of understanding the nature and the effect of the contract.

XXVI. INSOLVENT BUYER HAVING BOUGHT GOODS

Elements to prove:

  1. the seller discovers;
  2. the buyer to be insolvent; and
  3. he or she may refuse delivery except for cash; or
  4. if delivery has already been made, the seller may reclaim the goods.

XXVII. INSOLVENT LESSOR HAVING LEASED GOODS

Elements to prove:

  1. although the goods have not been shipped;
  2. a lessee who has paid a part or all of the rent and security;
  3. for goods identified to a lease contract;
  4. on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract;
  5. may recover the goods identified from the lessor; and
  6. if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.

XXVIII. INSOLVENT SELLER HAVING SOLD GOODS

Elements to prove:

  1. where a contract has been formed for the sale of goods;
  2. the buyer may recover the goods;
  3. on the seller’s default; and
  4. where the seller has become insolvent.

XXIX. INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONSHIP

Elements to prove:

  1. a party, who having knowledge of a contract;
  2. without reasonable justification or excuse;
  3. induces one of the parties to break the contract; and
  4. by reason of that inducement the other party sustains damage.

XXX. INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE

Elements to prove:

  1. a business relationship with a third party;
  2. defendants’ interference with those business relations;
  3. defendants’ acted with the sole purpose of harming plaintiff or used dishonest, unfair, or improper means; and
  4. injury to the relationship.

XXXI. LIMITED PARTNERSHIP CERTIFICATE CONTAINING FALSEHOOD

Elements to prove:

  1. where a certificate of limited partnership;
  2. contains a materially false statement;
  3. one who suffers loss;
  4. by reasonable reliance on the statement;
  5. may recover damages for the loss from:
    1. any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew of the filing of such certificate and who knew or should have known with the exercise of reasonable care and diligence the statement to be false in any material respect at the time the certificate was executed; and
    2. any general partner who thereafter knows of the filing of such certificate and who knows or should have known with the exercise of reasonable care and diligence that any arrangement or other fact described in the certificate has changed, making the statement false in any material respect, if that general partner had 90 days to amend or cancel the certificate, or to file a petition for its amendment or cancellation before the statement was relied upon.

XXXII. MALICIOUS INTERFERENCE WITH CONTRACT RIGHTS

Elements to prove:

  1. a party who, having knowledge of a contract;
  2. and without reasonable justification or excuse;
  3. induces one of the parties to break the contract;
  4. by reason of which the other party sustains damage; and
  5. may be liable for the damages.

XXXIII. MALICIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE

Elements to prove:

  1. a business relationship with a third party;
  2. defendants’ interference with those business relations;
  3. defendants’ acted with the sole purpose of harming plaintiff or used dishonest, unfair, or improper means; and
  4. injury to the relationship.

XXXIV. MONEY HAD AND RECEIVED

Elements to prove:

  1. the defendant received money rightfully belonging to another;
  2. the defendant benefited from the receipt of the money; and
  3. equity and good conscience dictate that the money should not be kept by defendant.

XXXV. MUTUAL MISTAKE IN CONTRACT

Elements to prove:

  1. exist at the time the contract is entered into;
  2. the facts the parties are mistaken about must be material facts; and
  3. both parties must be mistaken as to the same fact.

XXXVI. OBLIGATION TO PAY SERVICES SOUGHT FOR OTHER

Elements to prove:

  1. for the reasonable value of services;
  2. rendered to a third party;
  3. only when the party has a legal obligation to provide those services to the third party.

XXXVII. OVERPAYMENT ON CONTRACT RECOVERED

Elements to prove reserved.

It has a six-year statute of limitations.

XXXVIII. PROMISE CAUSING DETRIMENTAL RELIANCE

Elements to prove:

  1. a clear and unambiguous promise;
  2. reasonable and foreseeable reliance;
  3. by the party to whom the promise is made; and
  4. an injury sustained in reliance on that promise

XXXIX. PROMISSORY ESTOPPEL

Elements to prove:

  1. a clear and unambiguous promise;
  2. reasonable and foreseeable reliance;
  3. by the party to whom the promise is made; and
  4. an injury sustained in reliance on that promise.

XL. QUANTUM MERUIT

Elements to prove:

  1. the performance of the services in good faith;
  2. the acceptance of the services by the person to whom they are rendered;
  3. an expectation of compensation therefore; and
  4. the reasonable value of the services.

XLI. QUASI-CONTRACT

Elements to prove:

  1. performance was rendered;
  2. for the defendant; and
  3. it resulted in defendant’s unjust enrichment.

XLII. RECOUPMENT FOR CONTRACT BREACH HARMING OUTSIDER

Elements to prove to recoup damages:

  1. a third party;
  2. was an intended beneficiary of a contract; and
  3. where the breach of the contract has made the third party incur a loss

XLIII. RELIANCE ON ANOTHER’S CONDUCT (ESTOPPEL)

Elements to prove:

  1. a party has acted;
  2. based on a justified reliance;
  3. on another’s words or conduct.

XLIV. RESCISSION AND CANCELLATION OF WRITTEN INSTRUMENTS (FRAUD)

Elements to prove:

  1. false representations;
  2. made with knowledge of their falsity; and
  3. with intent to deceive.

XLV. RESCISSION AND CANCELLATION OF WRITTEN INSTRUMENTS (MISREPRESENTATIONS)

Elements to prove:

  1. a misrepresentation;
  2. of material facts; and
  3. when the misrepresentation induced the agreement.

XLVI. SALE OF GOODS BREACHED BY BUYER

Elements to prove:

  1. a buyer is insolvent;
  2. a buyer wrongfully rejects or revokes acceptance of goods;
  3. buyer fails to make payments due on or before delivery of goods;
  4. buyer repudiates all or part of a contract; or
  5. buyer fails to pay the price due on goods as it becomes due.

XLVII. SALE OF GOODS BREACHED BY SELLER

Elements to prove when the buyer may recover:

  1. where the seller;
  2. fails to make delivery; or
  3. repudiates; or
  4. the buyer rightfully rejects; or
  5. justifiably revokes acceptance; and
  6. then the buyer has a right to an action to either
    1. cancel the contract; or
    2. recover the goods contracted for by the buyer.

XLVIII. SALE OF PERSONAL PROPERTY

Elements to prove:

  1. a description of the good being sold;
  2. price;
  3. time;
  4. manner of; and
  5. delivery of said goods.

XLIX. STATUTE OF FRAUDS

Elements to prove are inline with the New York General Obligations Law § 5-701.

L. SUBSTANTIAL PERFORMANCE OF CONTRACT ALLOWING RECOVERY

Elements to prove to recover:

  1. on a contract;
  2. where any deviations from contract performance are
    1. unimportant;
    2. inadvertent; and
    3. unintentional.

LI. THIRD-PARTY BENEFICIARY

Elements to prove under New York law:

  1. the existence of a valid contract between other parties;
  2. the contract was intended for the party’s benefit; and
  3. the benefit was direct rather than incidental.

LII. UNCONSCIONABILITY PERMITTING CONTRACT RESCISSION

Elements to prove when either:

  1. procedural unconscionability; or
  2. substantive unconscionability.

A. SUBSTANTIVE UNCONSCIONABILITY

when the terms are unreasonably favorable to one party, such as:

    1. inflated prices;
    2. unfair disclaimers of warranty; and
    3. cutoff clauses

B. PROCEDURAL UNCONSCIONABILITY

when the formation of the contract was unfair, the court will look at elements such as:

  1. failure to disclose terms;
  2. misrepresentation or fraud;
  3. refusal to bargain on certain crucial terms;
  4. clauses hidden in fine print; and
  5. unequal bargaining power.

LIII. UNILATERAL MISTAKE IN CONTRACT

Elements to prove:

  1. a material;
  2. mistake in the contract;
  3. that is only known by one party; and
  4. was not made negligently.

LIV. UNJUST ENRICHMENT

Elements to prove:

  1. there has been a failure to make restitution of or for;
  2. property or benefits;
  3. received under such circumstances;
  4. as there is a legal or equitable obligation;
  5. to account for the property or benefits; and
  6. such payment has not been made to the party that provided the goods or services.

LV. WARRANTY ON GOODS BREACHED BY SELLER

Elements to prove:

  1. buyer has accepted goods;
  2. and has found the goods to not conform with the sales agreement; and
  3. in violation of the express warranty.

the above is an abstract from the Encyclopedia of New York Causes of Action by Ernest Edward Badway, 2018 edition.

Copyright Claim: subject to ALM’s terms of use. 

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