Rambo Associates v. South Tama County

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
___________
No. 06-1695
___________
Rambo Associates, Inc., *
*
Appellant, *
* Appeal from the United States
v. * District Court for the
* Northern District of Iowa.
South Tama County Community *
School District, *
*
Appellee. *
___________
Submitted: November 17, 2006
Filed: May 31, 2007
___________
Before MURPHY, ARNOLD, and BENTON, Circuit Judges.
___________
ARNOLD, Circuit Judge.
Rambo Associates, Inc., brought an action for breach of contract and unjust
enrichment against the South Tama County Community School District. Following
a bench trial, the district court entered a $2,500 judgment in favor of Rambo on the
breach of contract action and entered judgment for South Tama on the unjust
enrichment claim. Rambo Assocs., Inc. v. South Tama County Cmty. Sch. Dist., 414
F. Supp. 2d 887 (N.D. Iowa 2006). Rambo appeals the judgment. We affirm the
judgment with respect to the contract claim but vacate the judgment with respect to
the unjust enrichment claim and remand for further proceedings regarding that claim.
I.
Rambo is an architectural firm and an educational-facilities consultant based in
Nebraska. South Tama is a school district in Eastern Iowa. In 1995, South Tama was
considering building a new school; it had several older buildings, all built before
1969. South Tama's superintendent, Dr. Clarence Lippert, contacted architectural
firms to ask whether they were interested in conducting a study to determine what
would be necessary to put South Tama's existing buildings in condition to provide its
students with a quality education for the next thirty to fifty years and to determine
what new construction might be needed. South Tama identified Rambo as a candidate
for conducting the study, and Rambo later made a presentation to the board of South
Tama about Rambo's services and its business model. The district court found that
Rambo differed from traditional architectural firms because it had many former
educators and school administrators on its staff and had "tremendous experience with
the funding for public school projects and in the public relations necessary to be
successful in a local school bond election." Id. at 890.
In 1996, after Rambo sent South Tama a proposed agreement and the parties
agreed on some modifications to its terms, Rambo and South Tama entered into a
contract for Rambo to do the study. South Tama maintains that the parties agreed
only that Rambo would prepare the study and assist the school district in passing a
bond issue to fund a new school building that was included in the study. Rambo,
however, asserts that the contract obligated South Tama either to use Rambo's services
until the completion of any project in the study that South Tama implemented or to
compensate Rambo for the reasonable value of all of the services that it provided.
Initially, we note that the agreement here is as far from a model of clarity as any
that we can recall ever having reviewed. The contract consisted of a first page titled
"standard agreement between owner and educational facilities consultant" and two
attachments. The first page included general terms, referred to the attachments, and
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was signed by the parties. Attachment A described the work included in the study and
the fees for that work. Attachment B was a standard form contract between an
architect and an owner, which the parties had modified.
The contract began with the following agreement:
The Owner/District [South Tama] and Educational Facilities Consultant
[Rambo] agree to the scope of consultation work set forth below and in
Attachment A, and subsequent attachments jointly approved addressing
school facilities ... incorporated in initial and/or subsequent phases of
Educational Facilities Consultation. [Rambo], at the request of [South
Tama], shall continue to provide services through further planning and
implementation phases of facilities projects ... addressed in initial
consultation phases."
The parties stated above their signatures that they "entered into [the agreement] ...
with endorsement of the work outlined in Attachment A and authorization to
proceed."
Attachment A, after explaining what was included in the study (Phase One),
provided that Rambo would receive no more than $5,900 in fees and $4,000 in
expenses for Phase One; the attachment also referred to the $5,900 fee "as a retainer
for [Rambo's] work as outlined through presentation of the study to the board."
On the first page of the agreement, the parties referred to Attachment B:
[Rambo's] services shall, at the request of [South Tama], specifically
extend curriculum-based Master Planning completely through the
funding or Bond issue period, Educational Programming, Schematic
Design and Design Development Phases, and Project Management and
Cost Management Systems utilized. Definitions of these services and
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other terms and conditions integral to this Agreement are provided in
Attachment B. Subsequent phases may be authorized by [South Tama]
for addressed projects or related portions or variations thereof or [sic]
subject to the terms of [Attachment B] unless otherwise mutually agreed
in writing.
Attachment B, which referred to Rambo as the "Architect," rather than the
"Educational Facilities Consultant," stated that it was an agreement between the
parties "[f]or the following project":
School facilities, including outdoor and other support facilities, through
all Educational Consultation, Planning, and Construction Phases
addressed within this Agreement.
This Agreement applies to work on facilities projects or portions thereof
addressed in Educational Facilities Consultation and Master Planning by
Rambo.
Attachment B did not use the term "Phase One" but described the "scope of
[Rambo's] basic services" during certain phases: During the "schematic design" and
"design development phase[s]," Rambo would provide "planning and design services",
and during the "construction documents," bidding or negotiation," and "construction
phase[s]," Rambo would provide "technical architectural services." Attach. B, Art.
2. "Additional services" were also listed in Attachment B, and the parties inserted the
words "See Attachment 'A' " after three of the additional services: "analyses of the
owner's needs and programming" the project's requirements, "financial feasibility or
special studies," and "planning surveys, site evaluations or comparative studies of
prospective sites," §§ 3.4.1, 3.4.2, 3.4.3, which Rambo's president, Merle Rambo,
testified were services that Rambo agreed to perform as part of Phase One.
Attachment B also referred to Rambo's "assistance during fund preparation." The last
page of the attachment was a fee schedule of "recommended compensation" for
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architectural services. After stating on the signature page of the agreement that South
Tama "may authorize" "[s]ubsequent phases," the parties agreed that "[f]or services
to be completed by [Rambo], fees shall be negotiated as a lump sum or other basis
appropriate to each project, with total compensation not to exceed" those in the fee
schedule in Attachment B.
After the contract was signed in 1996, Rambo began working with South Tama
on Phase One and on an effort to get a bond issue passed to finance building the new
school that was included in Rambo's study. In 1999, however, the voters rejected the
bond issue. Before the election, South Tama paid Rambo $9,875.88, a sum that was
calculated based on fees and expenses for Phase One set out in Attachment A.
For most of the next three years, the parties had little contact with each other.
In 2002, Dr. Lippert retired, and South Tama hired a new superintendent, Larry
Molacek, in July of that year. Shortly afterward, a representative of Rambo contacted
Mr. Molacek seeking to work with South Tama on building the proposed school.
Rambo then did extensive work on developing a financing plan for the school and
assisting South Tama with another attempt to pass a bond issue. The unsuccessful
1999 bond issue was to be financed solely by increased property taxes; this time, with
Rambo's assistance, the school district decided to seek funding for the necessary
bonds through a sales tax increase and a "physical plant and equipment levy" (PPEL)
funded, at least in part, by an "income surtax," see Iowa Code Ann. § 298.2.
Mr. Molacek first asked Rambo to prepare information to use to get support
from the school board; Rambo prepared, inter alia, a long-term tax management and
facilities master plan that included charts illustrating how the PPEL and sales-tax
funding would be blended. Mr. Rambo also provided a sample budget for building
the $8.995 million school, which listed the cost of Rambo's services at $599,000. At
Mr. Molacek's request, Mr. Rambo led a finance workshop for the board in the
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summer of 2003. According to the minutes of an October board meeting, Mr. Rambo
presented "an overview of a tax management plan" related to construction projects that
the district was contemplating; Mr. Rambo described this meeting as an "opening
statement" to tell the public and press about how funding could be obtained for a new
school. Mr. Rambo testified that South Tama decided in November, 2003, to present
the matter to the voters. In the election campaign that followed, Rambo, in particular
employee Kelli O'Brien, worked closely with the school district. Rambo's work for
South Tama during the 2002-2004 period included other services, such as calculating
the cost of altering the planned school building (designed to house pre-kindergarten
through fifth-grade) so that grades six through eight could be added in the future.
In February, 2004, the increased sales tax was presented in a county-wide
election, and the measure passed. But the next month, the school district's voters
narrowly defeated the bond issue, without which South Tama could not use the funds
passed in February to construct the school. After this latter election, Ms. O'Brien
began working on an effort to return the bond issue to the voters in October. But
South Tama's board decided not to continue working with Rambo and was negotiating
an agreement with another architect, and with a construction manager as well. South
Tama informed Rambo of the change in July, 2004. The district court found that after
the March, 2004, election, South Tama was "left in the unusual position of having a
funding mechanism for payment of bonds but no ability to issue bonds," but that the
voters "[u]ltimately ... understood that irony" and passed the bond issue in October.
Rambo, 414 F. Supp. 2d at 895. By the time of trial, South Tama was in the midst of
building a school designed by the new architect for pre-kindergarten through fifth
grade.
When Rambo first learned that another company might be hired, a Rambo
representative told South Tama that it would have to pay $80,000 to terminate
Rambo's services. The representative later indicated that South Tama would have to
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pay between $130,000 and $135,000 for termination; he then raised the figure again,
this time to $200,000. When the parties were unable to resolve the dispute, Rambo
initiated this lawsuit. South Tama moved for summary judgment, contending that
Rambo was entitled to $9,875.88 in compensation and had been paid in full. Applying
Iowa law, the district court denied the motion, concluding that there "was an
ambiguity in the contract as to the scope of work initially authorized and how requests
for additional services were to be authorized." Id. at 890.
After a bench trial, the court again found an ambiguity in the contract "as to the
scope of work authorized," id. at 893; it concluded, however, based on extrinsic
evidence, that South Tama authorized "only the Phase One work and services" in the
agreement and "would not agree to more," id. at 898-99. It further found that South
Tama "never intended to authorize" Rambo to provide other services except for
assisting the school district in passing a bond issue, for which Rambo's fees were
limited to $2,500 under Attachment B, § 12.2.2. Id. at 899.
The parties agree that the contract authorized Rambo to complete the study and
that South Tama authorized Rambo's assistance in obtaining funding. But the parties
disagree both as to how much Rambo should be compensated for its work and whether
South Tama authorized Rambo to perform other services for which it should be paid.
Rambo claims that it is entitled to more than $200,000 in additional compensation.
II.
A.
Rambo maintains first that South Tama agreed under the contract that if the
school district decided to implement any project included in Rambo's study, Rambo
would work on that project through the construction phase. We disagree.
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Rambo does not take issue with the district court's decision to apply Iowa law
to the agreement. Under Iowa jurisprudence, we "generally review the construction
and interpretation of a contract as a matter of law." Hartig Drug Co. v. Hartig,
602 N.W.2d 794, 797 (Iowa 1999). To interpret a contract, we "give effect to the
language of the entire contract in accordance with its commonly accepted and ordinary
meaning." Home Fed. Sav. & Loan Ass'n of Algona v. Campney, 357 N.W.2d 613,
617 (Iowa 1984). "If the contract is ambiguous and uncertain, extrinsic evidence can
be considered to help determine the intent." Hartig Drug, 602 N.W.2d at 797. An
ambiguity exists if there is an uncertainty as to "which of two reasonable
interpretations is proper." Id. In its opinion, the district court stated that the contract
was ambiguous as to the scope of the work that South Tama authorized. The question
of whether an ambiguity exists is a question of law, which we review de novo. See id.We review the district court's factual findings for clear error. See Antolik v. Saks, Inc.,
463 F.3d 796, 798 (8th Cir. 2006).
We agree with the district court that the contract obligated South Tama to hire
Rambo only to perform the study, but we reach this conclusion based on the plain
language of the agreement. Here the first page of the contract includes language
emphasizing the necessity of South Tama authorizing work beyond the "initial
consultation phases" before Rambo could proceed with it. In the first paragraph, the
contract states, "[Rambo], at the request of [South Tama], shall continue to provide
services through further planning and implementation phases of facilities projects ...
addressed in initial consultation phases" (emphasis added). And the contract repeats
the same language several paragraphs later when it states that Rambo's "services shall,
at the request of [South Tama], specifically extend curriculum-based Master Planning
completely through the funding or Bond Issue period, Educational Programming,
Schematic Design and Design Development Phases, and Project Management"
(emphasis added).
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Under Iowa law, a contract should be interpreted so that none of its terms is
rendered superfluous. See, e.g., DeJong v. Sioux Center, Iowa, 168 F.3d 1115, 1120
(8th Cir. 1999). We thus read the phrase "at the request of [South Tama]" as a
necessary condition for Rambo to do work beyond the study. And we note that the
signature page similarly stated that "[f]ees for and authorizations to proceed with
professional services shall be established and approved by [South Tama] for each
phase or specific scope of services" (emphasis added).
Our conclusion is bolstered by the statement above the parties' signatures,
which, as we have already said, endorses "the work outlined in Attachment A."
Notably, the statement refers only to Attachment A, which describes the work to be
performed on the study through its presentation to the board (Phase One), and does
not mention Attachment B, which describes other "phases" of work. As we have
noted, the section of the signature page that refers to Attachment B states that
"[s]ubsequent phases may be authorized by [South Tama]." Viewing the contract as
a whole, see Koenigs v. Mitchell County Bd. of Supervisors, 659 N.W.2d 589, 594
(Iowa 2003), we conclude that the parties agreed to follow the terms set out in
Attachment B only if South Tama "established and approved" "[f]ees for and
authorizations to proceed" with other services beyond Phase One.
For all of the above reasons, we reject Rambo's contention that the contract
obligated South Tama to employ Rambo throughout the project once the school
district decided to implement it.
B.
The parties agree that South Tama asked Rambo for assistance in obtaining
funding for the new school and that Rambo was authorized to provide that assistance.
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But Rambo maintains that the district court should not have limited its fee for this
work to $2,500.
We think that the district court correctly concluded that the issue of
compensation due to Rambo for its help in obtaining funding is governed by § 12.2
of Attachment B:
12.2 ASSISTANCE DURING FUNDING PREPARATION
12.2.1 Should the District proceed with a Bond Issue or other funding
to support financing for facilities, [Rambo] shall provide sketches,
narratives, assistance in development of the selected Educational
Program, and assistance necessary for organization and communication
of the Bond Issue within the District.
12.2.2 Fees applicable to this work performed prior to funding shall be
Two Thousand Five Hundred Dollars ($2,500.00) ... Should successive
attempts be required for passage of a Bond Issue, [Rambo's] employment
shall be continued with compensation and all other provisions above
remaining the same.
Rambo contends that § 12.2 is not applicable, and that we should rely instead on
language in Attachment A, which provides that "[w]hile not included in the scope of
this agreement and compensation therein," Rambo may educate the community about
the study "as a public service." Rambo argues that this provision of Attachment A
more specifically addresses Rambo's efforts in obtaining funding and therefore it,
rather than § 12.2.2, governs. But the plain language of § 12.2 requires Rambo to
perform a broad range of activities to assist South Tama in getting funds for facilities,
and it sets a limit on compensation for this work at $2,500. We conclude that § 12.2,
not the provision cited by Rambo, addresses the circumstances at issue here. The
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provision upon which Rambo relies is more general; it could encompass educating the
public about the study at any time, not necessarily in circumstances related to funding.
We note, moreover, that the provision's reference to services performed "as a public
service" contemplates work performed without pay, which manifestly would not
support Rambo's request for additional compensation.
C.
We turn now to Rambo's contention that South Tama in fact authorized it to
perform other services beyond the scope of Phase One (other than assisting with fund
raising) and that it is therefore entitled to compensation under the contract. The district
court found that Rambo performed services other than those described as Phase One
or outlined in § 12.2, but it concluded that the contract did not entitle Rambo to
additional compensation for those services.
The district court found that Rambo completed the Phase One study "long before
Molacek commenced his employment in July 2002" and that afterward South Tama
"asked for many items of additional information, and it appeared that Rambo supplied
each and every one of them." Rambo, 414 F. Supp. 2d at 894, 896. According to the
court, Rambo "also greatly assisted in efforts to pass a bond issue." Id. at 894. Thus
the district court found that after completing Phase One, Rambo not only assisted
South Tama in its efforts to pass the bond issue but performed other work that South
Tama asked it to do.
But the district court also observed that throughout the parties' relationship there
was no documentation about "either party's concern that Rambo may have exceeded
the scope of work contemplated by Phase One," that [n]o one at Rambo ever said that
Phase One was complete or that services being requested by the Board fell outside of
Phase One," and that there was "no documentation to suggest that the school district
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ever asked about whether its requests for additional information would be billed to
them at some point." Id. at 893-94. In addition, the district court found that South
Tama "never intended to authorize work beyond Phase One" (other than fund raising),
and that the parties had not negotiated a fee for such work.
As we have emphasized, the agreement stated that Rambo would perform
additional services "at the request of [South Tama]." Because the word "request" is not
defined in the agreement, we give it its ordinary meaning, see Federal Land Bank of
Omaha v. Bollin, 408 N.W.2d 56, 60 (Iowa 1987), and conclude that the district court's
finding that South Tama "asked" for information after Phase One was completed
plainly shows that the information was provided at South Tama's request. And we
cannot see why Rambo's right to compensation, if any, would be affected by the degree
to which South Tama knew whether the services that it requested fell within Phase
One.
We nonetheless agree with the district court that Rambo cannot recover
compensation under the contract for services that did not fall within Phase One or
§ 12.2 because South Tama did not agree to a fee for that work. The agreement
provides that "[f]ees for and authorizations to proceed with professional services shall
be established and approved by [South Tama] for each phase or specific scope of
services" (emphasis added). We therefore believe that South Tama was not obligated
under the contract to pay for any work unless the school district had "established and
approved" fees for the "phase or specific scope of services."
At trial, Rambo did not offer evidence that South Tama specifically agreed to a
fee for the additional services; Rambo relied instead on a lump-sum fee of $599,000
that it had included in the sample budget given to South Tama in preparation for the
2004 bond election. The sample budget illustrated how the proposed school could be
built for $8.995 million and itemized some specific costs, including a $599,000 fee for
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Rambo's services. (Under the agreement, Rambo's fee for its work on an $8.995
million school building could be no more than $663,150. See Attachment B.) In
addition to the budget, Rambo relied on § 11.2.2 of Attachment B, which stated that
if Rambo's compensation was based on a "stipulated sum," the company would receive
a certain percentage of its total fee as a "progress payment for Basic Services" in "each
phase" of the project. Using $599,000 as the "stipulated sum," Rambo argued below
that § 11.2.2 entitled it to a percentage of that sum for its work on
"Programming/Analysis" and another percentage for its work on the "Schematic
Design Phase." But the district court found that the fee of $599,000 was "only a
proposal," rather than a stipulated sum to which the parties had agreed, and we do not
think that its finding was clearly erroneous. We therefore conclude that the $599,000
figure cannot form the basis for any compensation for Rambo's services. The district
court quite correctly decided that the contract did not provide for payment for these
services.
D.
Rambo maintains that even if the $5,900 cap on fees for Phase One and the
$2,500 cap on fees for seeking funds applied initially, the parties had a contingency
arrangement under which South Tama was required to compensate Rambo fully for all
of its pre-funding work if funding was obtained. As Rambo points out, the district
court compares the parties' agreement to an attorney's contingency-fee contract; the
court states that the contingency did not occur because South Tama did not succeed in
passing the bond issue and obtaining funding for a new school "while associated with
Rambo." Rambo argues to the contrary that the contingency occurred either when it
assisted South Tama in the successful sales tax election (even though the bond issue
failed), or when the bond issue passed because the measure would not have succeeded
without Rambo's earlier help.
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The district court found that Mr. Rambo was willing to continue to provide
services to South Tama because his "experience with scores of other school districts
and his impressive success in assisting successful bond issue elections gave him the
confidence that he could get a bond issue passed in South Tama and that he would be
the architect for the new school." Id. at 894. The court later referred back to this
discussion and analogized it to a contingency arrangement. "The answer again lies in
the fact that the parties were operating under something analogous to a lawyer's
contingent fee agreement. That is, Rambo was banking on successful elections and
subsequent negotiation of its fee from those revenues." The court then concluded that
the "contingency did not materialize during Rambo's association with the school
district."
We note that the district court does not refer to any contract terms that could
create a contingency arrangement or state specifically that an enforceable contingency
contract existed between the parties. Rather than citing a particular term in the
agreement that would give Rambo a right to funds, the court states that Rambo
continued to assist South Tama because it "was banking on successful elections and
subsequent negotiation of its fee from those revenues." But one party's expectations
do not normally create a contract, and the district court found that Dr. Lippert, who
signed the contract for South Tama, "would not have agreed to any provision that
obligated the District to the additional payment now requested by Rambo." Under the
agreement, South Tama had to approve "[f]ees for ... each phase or specific scope of
services," and we simply cannot locate anything in the agreement or the evidence
where South Tama intended to enter into a contingency-fee arrangement. After
carefully reviewing the agreement and the evidence, we conclude that there is no
contingency agreement here, only a simple hope or expectation on Rambo's part. As
we have said, under the contract fees were set for particular services that Rambo
performed: $5,900 for Phase One and $2,500 for help with "Fund Preparation." That
is all that the contract obligated South Tama to pay.
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We reject, moreover, Rambo's contention that a contingency-fee arrangement
is created by the contract's description of the $5,900 fee for Phase One "as a retainer
for [Rambo's] work as outlined through presentation of the study to the board." Rambo
initially provided South Tama with a proposed agreement, and the company had ample
opportunity then or in later negotiations to include a provision obligating South Tama
to pay additional compensation to Rambo for its previous work upon the school
district's receipt of funding (or upon some other occurrence). Rambo did not do so,
and it fails to convince us that it struck such a bargain simply because the parties
referred to the $5,900 fee as a retainer.
III.
We turn finally to Rambo's claim that South Tama was unjustly enriched as a
result of Rambo's work and is thus liable in quasi-contract for the considerable value
of the work that Rambo performed. A quasi-contractual recovery is, of course, barred
when allowing one would conflict with a specific provision of an express contract. See
Smith v. Stowell, 256 Iowa 165, 174, 125 N.W.2d 795, 800 (1964). Here, therefore,
Rambo may not recover in quasi-contract for work performed on the study or in
assisting with fund raising because, as we have already said, Rambo agreed to accept
a specific sum for those efforts. We thus conclude that the district court correctly
concluded that an unjust enrichment claim does not lie for those services.
But the district court also denied a quasi-contractual recovery for services other
than those associated with the study and fund raising, and we think that its basis for
doing so was incorrect. (We shall refer to these as "extra services.") There is language
in some Iowa cases, language that the district court relied on, which, if read broadly
and out of context, might seem to support the district court's holding that an action for
unjust enrichment could never lie where there is an express contract between the
parties. For instance, in Giese Const. Co., Inc. v. Randa, 524 N.W.2d 427, 431 (Iowa
Ct. App. 1994), which the district court quoted with approval, there is a statement that
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"[o]ne who pleads an express oral contract cannot ordinarily recover under an implied
contract or quantum meruit."
First of all, however, the assertion that such a recovery cannot "ordinarily" be
had indicates that the rule admits of some exceptions. More importantly, the case on
which Giese relied, Guldberg v. Greenfield, 259 Iowa 873, 878-79, 146 N.W.2d 298,
301-02 (1966), simply made the procedural point that if a plaintiff's complaint did not
contain a count for quantum meruit, the plaintiff could not recover in unjust enrichment
whatever the proof. In other words, a complaint that is based solely on an express
contract cannot serve as the basis for a quantum meruit recovery. This is the clear
import of Maasdam v. Maasdam's Estate, 237 Iowa 877, 884, 24 N.W.2d 316, 320
(1946) (a case on which the Guldberg court itself relied), where the Supreme Court of
Iowa expressly recognized that the rule under discussion had to do with pleading only.
"One seeking to recover solely on an express contract," the court explained, "cannot
recover on an implied contract, or upon a quantum meruit ... To do so would permit
a factual variance," i.e., a variance between pleadings and proof. But the court went
on to explain that "[o]ne may, of course, plead these causes of action in separate
counts." Maasdam, 237 Iowa at 884-85, 24 N.W.2d at 320. That is exactly what
Rambo did here: Its complaint contains both a count for relief on the contract and a
count for relief in quantum meruit, that is, off the contract.
There are other statements, of a different but similar kind, in the Iowa cases that
also at first blush might appear to provide an impediment to Rambo's recovery, and the
district court adverted to these. For instance, in Giese, 524 N.W.2d at 431, the court
asserted that "[a]n express contract and an implied contract cannot coexist with respect
to the same subject matter, and the law will not imply a contract where there is an
express contract." But read in context, what the statement means is that an express
contract necessarily trumps any implied one when there is a conflict between the two.
As the court explained in Clemens Graf Droste Zu Vischering v. Kading, 368 N.W.2d
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702, 712 (Iowa 1985) (relied on in Giese, 524 N.W.2d at 431), "the express contract
supersedes the implied contract with respect to its terms." See generally Restatement
(Third) of Restitution and Unjust Enrichment, pt. II, ch. 4, topic 2, intro. note, at 298-
99, reporter's note, at 301-02 (Tentative Draft No. 3, 2004).
In this case, there is no conflict between the written contract and an implied
contract in law to pay the value of the extra services. There is, for instance, no contract
to pay a certain amount for those services; such a contract would obviously supersede
any claim for quantum meruit. The only reason that a plaintiff would seek an unjust
enrichment remedy in such circumstances would be if the reasonable value of its
services exceeded the payment agreed to. But that would deprive the party sued of the
benefit of his or her bargain and thus entirely undermine the foundations of contract
law. In fact, the whole point in this case is that there was no contract, at least no
written one, to pay for the extra services that Rambo rendered because the parties did
not agree to the amount of fees payable for those services. Providing a
quasi-contractual remedy in this case can therefore not conflict with the contract.
It is also important to this case that Rambo did not act officiously in rendering
the extra services: It acted at the request of South Tama and was thus not a mere
volunteer. We therefore see no reason that Rambo cannot recover in quantum meruit,
provided that the record evidence is sufficient to determine the value to South Tama
of the services beyond those associated with Phase One and with fund-raising that
Rambo rendered at South Tama's request.
Since the district court did not make a finding on how much these services were
worth to South Tama, or, indeed, what exactly those services were, we vacate the
judgment on the quantum meruit claim and remand the claim to the district court for
reconsideration. The district court should not take new evidence: Rambo has had its
day in court and its case must rise and fall on the present record. The district court,
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keeping in mind that Rambo bears the burden of proof, should examine the record to
determine what services Rambo has rendered that can give rise to a quantum meruit
claim and how much, if anything, Rambo is entitled to recover. Of course, Rambo
cannot recover for any services that it rendered as a "public service" under Attachment
A of the contract. We will retain jurisdiction over the case and await the district court's
further determination.
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