Barlo Signs International, Inc. v. GCD, Inc.

THE STATE OF NEW HAMPSHIRE
SUPREME COURT
In Case No. 2017-0589, Barlo Signs International, Inc. v.
GCD, Inc., the court on June 29, 2018, issued the following
order:
Having considered the brief and record submitted on appeal, we conclude
that oral argument is unnecessary in this case. See Sup. Ct. R. 18(1). The
defendant, GCD, Inc., appeals a small claim judgment granted by the Circuit
Court (Stephen, J.) in favor of the plaintiff, Barlo Signs International, Inc., in
the amount of $2,155 plus interest and court costs. The plaintiff had sought
damages of $10,000 to compensate it for expenses that it had incurred in
preparing a bid. The trial court ruled that, although there was no contract
entitling the plaintiff to compensation for its bid preparation costs, it was
reasonable to award $2,155 under a theory of unjust enrichment because the
plaintiff had incurred that expense in obtaining an engineering stamp for the
bid, because the defendant had benefited from the stamp, and because the
defendant had not communicated to the plaintiff, when notified of the expense,
that the expense would go uncompensated. On appeal, the defendant argues
that the trial court lacked jurisdiction to grant the equitable remedy of unjust
enrichment, and that, even if it had jurisdiction, the plaintiff was not entitled to
that relief as a matter of law. We note that the plaintiff has not cross-appealed
the trial court’s ruling that there was no contract entitling it to compensation.
Because we agree that the trial court lacked jurisdiction to award damages
under a theory of unjust enrichment, we vacate the award of $2,155 plus
interest and costs. Otherwise, the trial court’s order is affirmed.
The circuit court is a statutory court of limited jurisdiction, with certain
enumerated powers conferred upon it by statute. In re Search Warrant for
Records of AT&T, 170 N.H. 111, 113 (2017); Friedline v. Roe, 166 N.H. 264,
266 (2014). Although the circuit court’s district division has authority to
decide certain civil actions for damages not involving title to real estate, see
RSA 502-A:14 (2010) (defining civil jurisdiction of district courts); RSA 490-F:3
(Supp. 2017) (creating district division and conferring upon the circuit court
“the jurisdiction, powers, and duties conferred upon the former . . . district
courts”), including small claims involving damages not exceeding $10,000, RSA
503:1, :3 (2010 & Supp. 2017), the court lacks a general grant of equitable
power, see Holloway Automotive Group v. Lucic, 163 N.H. 6, 11-12 (2011);
Matte v. Shippee Auto, 152 N.H. 216, 223 (2005). Accordingly, absent a
specific statutory grant of authority to the contrary, the circuit court’s district
division lacks jurisdiction to award equitable relief in civil cases. See Friedline,
166 N.H. at 266 (noting that, although district division has power to entertain
eviction actions, it lacks authority to decide actions in equity); Holloway, 163
N.H. at 11-12 (holding that, because piercing the corporate veil is an equitable
remedy, district court lacked authority to grant that remedy regardless of
whether it had jurisdiction over the underlying contract case); Matte, 152 N.H.
at 223 (rejecting tenant’s argument that district court could properly deny
eviction based upon principles of equity because the district court lacks equity
jurisdiction); Woodstock Soapstone Co. v. Carleton, 133 N.H. 809, 816 (1991)
(upholding superior court’s injunction of district court eviction proceeding
because district court lacked equity jurisdiction and, thus, it could not decide
tenant’s claims seeking specific performance of purchase options within the
lease); see also Beer v. Bennett, 160 N.H. 166, 173-74 (2010) (observing that,
although rescission is an equitable remedy, and although the district court
lacks a general grant of equitable power, the remedy was available under the
facts of the case pursuant to the Uniform Commercial Code).
Unjust enrichment is an equitable remedy that is generally available
when a party receives a benefit under circumstances that render it
unconscionable for that party to retain the benefit, and when there is no valid
and enforceable contract between the parties that otherwise governs the
matter. Axenics, Inc. v. Turner Constr. Co., 164 N.H. 659, 669 (2013). We
acknowledge that, in prior cases, we have either upheld district or municipal
court unjust enrichment awards, or have remanded such cases with directions
to address unjust enrichment claims on their merits. See Kowalski v. Cedars
of Portsmouth Condo. Assoc., 146 N.H. 130, 131-342 (2001) (upholding district
court restitution award); Kondrat v. Freedom School Board, 138 N.H. 683, 686-
87 (1994) (holding that district court erred by “not allowing [the plaintiff in a
small claim] to present evidence of the fair value of the services that he
reasonably rendered the [defendant] . . . on the basis of quantum meruit,” and
remanding “to the district court for a resolution of what [the plaintiff’s] services
were worth so that he may be afforded an equitable remedy”); Iacomini v.
Liberty Mutual Ins. Co., 127 N.H. 73, 78 (1985) (holding that the district court
erred by not allowing plaintiff to amend his action so as to assert an unjust
enrichment claim, and remanding for a trial on that claim); Sibley Oil Co. v.
Stein, 100 N.H. 356, 357-58 (1956) (upholding small claim judgment of
municipal court in favor of plaintiff based upon “the equitable doctrine of
restitution”). In none of those cases, however, were we asked to consider the
trial court’s jurisdiction to award the equitable remedy.
Because unjust enrichment is an equitable remedy that is available only
in the absence of an enforceable contract governing the matter, and because
the district division of the circuit court generally lacks jurisdiction to grant
equitable relief, we conclude that the circuit court lacked jurisdiction to award
damages to the plaintiff under a theory of unjust enrichment. See Holloway,
163 N.H. at 11-12. Accordingly, we vacate the trial court’s order to the extent
that it awarded the plaintiff $2,155 plus interest and costs under a theory of
unjust enrichment, and need not address the defendant’s argument that the
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plaintiff was not entitled to relief under an unjust enrichment theory as a
matter of law. Otherwise, the trial court’s order is affirmed.
Affirmed in part and
vacated in part.
Lynn, C.J., and Hicks, Hantz Marconi, and Donovan, JJ., concurred.
Eileen Fox,
Clerk
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