Complaint Sufficiently Alleged a Cause of Action for Unjust Enrichment—an Action Which Only Applies in the Absence of an Express Agreement

The Second Department determined Supreme Court properly granted the motion to dismiss the breach of contract cause of action because, pursuant to the “doctrine of definiteness,”  the terms of the purported contract were too indefinite and uncertain to be enforceable.  However, Supreme Court should not have dismissed the unjust enrichment cause of action. The court noted that unjust enrichment, or quasi contract, only applies in the absence of an express agreement and is really not a contract, but rather an equitable obligation. Here plaintiff alleged that defendant took possession of millions of dollars worth of watches and refused to pay for them. Therefore, the complaint alleged the elements of unjust enrichment—(1) defendant was enriched at (2) plaintiff’s expense and (3) it is against equity to allow the defendant to keep what is sought to be recovered:

The doctrine of definiteness, well established in contract law, “means that a court cannot enforce a contract unless it is able to determine what in fact the parties have agreed to” … .

“[T]o recover for unjust enrichment, a plaintiff must show that (1) the [defendant] was enriched, (2) at [the plaintiff’s] expense, and (3) that it is against equity and good conscience to permit [the defendant] to retain what is sought to be recovered'” … . Such quasi contract only applies in the absence of an express agreement, and is not really a contract at all, but rather an equitable obligation imposed in order to prevent a party’s unjust enrichment … . Here, the complaint alleges that [defendant] received a benefit when he received luxury watches worth millions of dollars from [plaintiff’s] predecessor in interest, “with the understanding and reasonable expectation that [defendant] would pay for those goods,” and that [defendant] was “personally enriched by taking the millions of dollars worth of luxury watches, while failing and refusing to pay for said merchandise.” Such allegations are sufficient to state a cause of action alleging unjust enrichment … . UETA Latinamerica, Inc. v Zafir, 2015 NY Slip Op 04633, 2nd Dept 6-3-15