Key Takeaways

  • A quasi contract, often tied to the concept of quasi consensual meaning, is a court-imposed obligation designed to prevent one party from being unjustly enriched at another’s expense — even when no formal contract exists.
  • Unlike standard contracts, mutual consent is not required; the agreement is “implied in law” rather than “implied in fact.”
  • Quasi contracts have a long historical basis, evolving from early common law doctrines like indebitatus assumpsit.
  • They are typically used when a benefit is conferred unintentionally or without prior agreement, yet it would be unfair for the recipient to retain it without compensation.
  • Courts use equitable principles such as quantum meruit and restitution to determine fair payment under quasi contracts.
  • These legal remedies commonly arise in cases involving mistaken payments, emergency services, property improvements, or delivery errors.

What is "quasi contract?" A quasi contract, also known as a constructive or implied-in-law contract, is needed when one party profits at the expense of another party but no formal agreement between the parties existed. In these cases, the court creates a contract so that one party does not become unjustly enriched. 

Unjust enrichment occurs when one party profits unreasonably or at the expense of another party. Since one party has not paid for or exchanged some benefit in return for that received, the party should give back the goods or pay for the services rendered. A quasi contract allows the judge to enforce this idea.

A Brief History of the Quasi Contract

In the Middle Ages, there was a practice called "indebitatus assumpsit" in which a judge enforced a payment between two parties as if they had agreed to a contract. The court could compel the defendant to pay the plaintiff, the party suing for payment for services or a return of goods, an amount that the court determined. The court could act as if the defendant and plaintiff had come to an agreement because the behavior of the defendant implied that the defendant agreed to a contract to pay the plaintiff even though no such contract had been made.

Evolution of Quasi Consensual Meaning in Law

The concept of quasi consensual meaning traces back to Roman law principles where obligations were sometimes imposed without explicit consent to maintain fairness and equity. In common law, this evolved into the idea of constructive contracts — obligations that arise not from mutual agreement but from the court’s recognition that one party should not unfairly profit from another’s actions.

Modern quasi contracts continue this tradition. Courts interpret actions, circumstances, and the transfer of benefits to create an obligation as if a consensual agreement existed — even when none was formally made. This principle ensures that legal responsibility aligns with fairness and justice, rather than formalities alone.

An Example Quasi Contract Situation 

A homeowner, Janice, has no idea that her brother, Larry, has agreed to let Tom, a homebuilder, construct a house on her property. Larry cannot pay Tom, so he sends the bill to Janice, who refuses to pay. Although Janice and Tom have no formal agreement, the court could argue that Janice must pay Tom for his time and materials to avoid becoming unjustly enriched. The amount that Tom receives from Janice would be limited to payment for goods and services rather than profits from selling the home since Janice did not enter into a formal contract with him.

Common Real-World Scenarios of Quasi Contracts

Quasi contracts are often applied in practical, everyday situations where a benefit is conferred without agreement. Here are a few common examples:

  • Mistaken Payment: A bank accidentally deposits funds into the wrong account. The recipient, even without agreeing to any contract, is legally obligated to return the money.
  • Emergency Services: A doctor provides life-saving medical aid to an unconscious person. Even without a prior agreement, the patient is typically responsible for reasonable payment.
  • Property Improvements: A construction company mistakenly improves the wrong property. The property owner, having benefited, may be required to pay the fair value of the work performed.
  • Delivery Errors: If a company delivers goods to the wrong address and the recipient knowingly keeps them, they may be liable for payment under a quasi contract.

In each case, the law imposes an obligation to prevent unjust enrichment — the essence of quasi consensual meaning.

What Do Quasi Contracts Do? 

A quasi contract is a legal remedy, meaning the court enforces a penalty to address a wrong. Its purpose is to help the plaintiff regain any losses at the hands of the defendant in cases of unjust enrichment. The legal remedy for quasi contracts is called restitution. Restitution comes in two forms: 

  • Payment for services rendered.
  • A return of items unpaid for. 

How much restitution a plaintiff receives depends on the idea of "quantum meruit," meaning “as much as is deserved.” Since the plaintiff and defendant did not have a formal agreement, the plaintiff cannot sue for profits. 

Elements Courts Consider When Creating a Quasi Contract

When deciding whether to impose a quasi contract, courts typically evaluate several key factors:

  1. Enrichment of One Party: Has the defendant received a measurable benefit?
  2. At the Expense of Another: Was this benefit provided by the plaintiff without compensation?
  3. Unjust Retention: Would it be inequitable for the defendant to retain the benefit without payment?

The court’s analysis focuses on fairness and intent. Even if the benefit was unintentional, if retaining it would be unjust, a quasi contract is likely to be imposed. The resulting obligation mirrors what a reasonable person would have agreed to under the circumstances.

Who Determines a Quasi Contract? 

A judge makes an enforceable contract after the fact to address an unfair situation when there is an issue about payment for goods or services. This quasi contract between parties is necessary because the plaintiff often needs evidence of some kind of legal contract or agreement to regain any actual or possible losses under the idea of unjust enrichment. The judge will take into consideration the conduct of both parties, their relationship, and the potential for one to become unjustly enriched at the expense of the other when determining a quasi contract. 

How Does a Quasi Contract Differ From Other Contracts? 

Mutual assent, or agreement between two parties intending to form a contract, is not a concern for the court in quasi contract cases since the court identifies an obligation between the defendant and plaintiff without both parties agreeing to a contract. This lack of mutual agreement differs from other contracts, which require two or more parties to agree that they will mutually benefit by exchanging or providing goods and services. The idea is that the defendant needs to agree to a contract for fairness, specifically to avoid unjust enrichment. 

There is a subtle difference between quasi contracts and implied-in-fact contracts. An implied-in-fact contract is an agreement that the judge considers to be legally-binding based on the actions of the parties involved. In an implied-in-fact contract, there is evidence of a consensual transaction, which does not exist when a judge makes a quasi contract determination. Although both are unwritten, implied contracts made after the fact, judges create quasi contracts, while two parties create implied-in-fact contracts through their behavior. 

Quasi Consensual Meaning vs. Implied-in-Fact Agreements

Understanding quasi consensual meaning requires distinguishing it from implied-in-fact contracts.

  • Implied-in-Fact Contract: Arises from the conduct, relationship, or circumstances of the parties. Both intend and consent — even if not verbally expressed — to a contractual relationship.
  • Quasi Contract (Implied-in-Law): Does not rely on consent. It is imposed purely by law to correct an imbalance or injustice, regardless of the parties’ intentions.

In essence, implied-in-fact contracts reflect actual consent, while quasi contracts reflect constructive consent — the law acts as if the parties had agreed, based on the principles of equity and fairness.

Frequently Asked Questions

  1. What is the quasi consensual meaning in contract law?
    It refers to a court-imposed obligation that mimics a contract when no actual agreement exists, created to prevent one party from unjustly benefiting at another’s expense.
  2. Is a quasi contract legally binding?
    Yes. Although not formed by mutual consent, quasi contracts are enforceable by law once imposed by a court.
  3. What is the difference between quasi contract and implied contract?
    An implied contract arises from the parties’ conduct and mutual intention, while a quasi contract is imposed by law regardless of intent.
  4. Can you sue for breach of a quasi contract?
    Typically, claims under a quasi contract involve restitution rather than breach, as no actual agreement was broken.
  5. How is payment determined in a quasi contract?
    Courts often use the principle of quantum meruit — meaning “as much as is deserved” — to award fair compensation based on the value of the benefit received.

If you need help with quasi consensual meaning, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top five percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.