F.B. Davis Sons, Inc. v. Franco (In re B.Z. Corp.)
F.B. Davis Sons, Inc. v. Franco (In re B.Z. Corp.)
Opinion of the Court
OPINION
The issue at bench is whether the plaintiff corporation, a builder, may recover in a suit against the debtor’s landlord either on the theory of an express contract or a quasi-contract. For the reasons stated herein, we hold that, under the facts of this case, it may not.
The facts of this case are as follows:
Under the first of its theories, Davis asserts that a contract, implied-in-fact, runs between it and Sandrow. Virtually the only evidence in support of such a contract is a statement by Sandrow to Davis that he was concerned that the wishes of Franco and Cohn be fulfilled. We find this insufficient to establish the existence of a contract.
Alternatively, Davis requests relief under the theory of quasi-contract. To recover under this theory, the plaintiff “must show that [the defendant] wrongful
Nor has [Roman] substantiated its claim of unjust enrichment: The doctrine of unjust enrichment is clearly “inapplicable when the relationship between the parties is founded on a written agreement or express contract.” [Roman], however, is seeking to invoke the doctrine against a person who was not a party to the contract, i.e., Mrs. Vollrath. “It is elementary law that no person can be sued for breach of contract who has not contracted either in person or by an agent; or in other words who was not a party to the contract.” The doctrine of unjust enrichment cannot be used to circumvent this principle merely by substituting one promissor or debtor for another. It is not enough that Mrs. Vollrath received some benefit from the contract. To sustain the claim, [Roman] must show that she wrongfully secured or passively received a benefit that it would be unconscionable for her to retain. Thus, although [Roman] conferred a benefit on Mrs. Vollrath, since it was done pursuant to a contract with the corporation and her husband, [Roman] cannot secure relief from her unless she did something misleading or otherwise improper in connection with the contract.
Id., 226 Pa.Super. at 217-18, 313 A.2d at 307 (cites omitted). In the case at bench, since a contract on the repairs was executed among Davis, the debtor and its principals to which Sandrow was not a party, Davis cannot now seek relief against Sandrow on a theory of quasi-contract.
. This opinion constitutes the findings of fact and conclusions of law required by Bankruptcy Rule 7052 (effective August 1, 1983).
. Cohn was not named as a defendant in this action apparently because he sold his interest in the debtor in September of 1979. Franco did not appear in this case and a default judgment was entered against him.
. Although the wife was not initially a defendant in the suit, she was subsequently added.
. We have considered Colish v. Goldstein, 196 Pa.Super. 188, 173 A.2d 749 (1961), and find that Davis’s reliance on it is misplaced. In Colish the court granted relief on the theory of quasi-contract largely upon misstatements made the defendant upon which the plaintiff justifiably relied. Colish thus falls within the exception announced in the final sentence of the above quotation from Roman.
Reference
- Full Case Name
- In re B.Z. CORPORATION t/a Crooked Billet, Debtor. F.B. DAVIS SONS, INC. v. Phillip E. FRANCO and Bee Zee Corporation t/a The Crooked Billet and Barry Sandrow
- Status
- Published