Can I Get Paid Without a Signed Contract? Quantum Meruit and Unjust Enrichment in Texas

Three routes to payment, in order

When a customer refuses to pay and points to the absence of a signed contract, a Texas claimant usually has three theories, and the first question is which fits the facts.

1. An oral or implied contract. Texas enforces agreements that were never signed if the parties agreed on the essential terms and each gave something in exchange. Emails, text messages, proposals that were acted on, purchase orders and a course of dealing can all prove the agreement. The statute of frauds blocks only certain categories. The details are in whether a verbal business agreement is enforceable in Texas.
2. Quantum meruit. If no contract can be proved, or the one that existed does not cover the work, the law implies a promise to pay the reasonable value of what was furnished and accepted.
3. Unjust enrichment or money had and received. If the other side holds money or a benefit that in fairness belongs to you, equity can order it returned, even without services rendered to it.

Pleading all three is standard. They are alternatives, and a court will not allow double recovery, but a claimant who pleads only breach of contract and then fails to prove the contract is left with nothing.

Quantum meruit: the elements

Quantum meruit is an equitable theory based on an implied promise to pay for benefits received. In Hill v. Shamoun & Norman, LLP in 2018 the Texas Supreme Court restated the four elements a claimant must prove:

1. valuable services were rendered or materials were furnished;
2. for the person sought to be charged;
3. that person accepted the services or materials and used and enjoyed them; and
4. that person was reasonably notified that the claimant expected to be paid for them.

The third and fourth elements decide most cases. Acceptance means the defendant knew the work was being done and took the benefit; a party who was never told, or who objected, has not accepted. Notice of an expectation of payment separates a business transaction from a favor. Invoices, proposals with prices, and messages discussing cost all prove it, and the notice can be inferred from the circumstances where businesses in that industry do not work for free.

In Hill the oral agreement for a fee was unenforceable under the statute of frauds, and the court held that the claimant could still pursue quantum meruit for the reasonable value of the services actually rendered. That is the typical use of the doctrine: it is the fallback when the agreement itself cannot be enforced.

The limits of quantum meruit

Quantum meruit fills a gap; it does not rewrite a bargain. Two limits matter.

First, where an express contract covers the services, quantum meruit is generally unavailable and the contract controls. A claimant cannot avoid a low agreed price by asking for the market value instead. Texas courts recognize narrow exceptions, including some construction cases where a contractor partially performed and the owner's breach prevented completion, but the general rule is that the contract wins.

Second, the measure of recovery is the reasonable value of the work to the recipient, not the claimant's lost profit or the price it would have charged. Proof usually comes from the claimant's own records of time and materials, market rates, and sometimes an expert in the trade. A claimant that kept no records of what it did will struggle to prove value, however clearly it proves acceptance.

Unjust enrichment and money had and received

Unjust enrichment applies when a party has obtained a benefit from another by fraud, duress or the taking of an undue advantage, and it would be unconscionable to let it keep that benefit. It does not require that services were rendered to the defendant. Typical cases are overpayments, deposits retained after a deal collapsed, and money paid under a mistake. Money had and received is the related claim that the defendant holds money that in equity and good conscience belongs to the plaintiff. Both are restitution claims: the measure is the benefit the defendant received, not the plaintiff's loss.

Limitations is where the two theories separate sharply. In Elledge v. Friberg-Cooper Water Supply Corp. in 2007 the Texas Supreme Court held that unjust enrichment claims are governed by the two-year period in Civil Practice and Remedies Code section 16.003. A claim for quantum meruit for services is generally treated as a claim for a debt with a four-year period under section 16.004. A claimant who waits past two years may have lost the unjust enrichment theory while keeping quantum meruit, and a litigator will plead with those dates in mind. The deadlines for ordinary contract claims are in how long you have to sue for breach of contract in Texas.

Example

Suppose a Dallas software consultant is asked by a growing distribution company's operations manager to "get our inventory system talking to the accounting software." Nothing is signed. Over four months the consultant exchanges dozens of emails with the manager, delivers the integration in stages, and the company begins using it to run its monthly close. The consultant's first invoice, at an hourly rate the manager never objected to in earlier emails, is refused by the owner, who says he never approved a contract. The consultant can plead an implied contract from the emails and conduct. If that fails for want of agreed terms, quantum meruit is strong: valuable services were rendered to the company, its manager accepted them and the company uses the result daily, and the emails about hours and rates gave reasonable notice that payment was expected. The recovery is the reasonable value of the integration work, proved by the consultant's time records and market rates, and the consultant can seek attorney's fees under section 38.001 after presenting the claim and waiting 30 days.

Proving the claim: the records that matter

• Every message in which the work was requested, scoped, changed or praised. Acceptance is proved by the other side's own words.
• Contemporaneous time records, delivery notes, photographs and deliverables, which prove both that the work was done and what it was worth.
• Invoices, proposals and rate discussions, which prove the expectation of payment.
• Evidence of the other side's use of the work: the system in operation, the materials installed, the product sold.
• Any earlier dealings between the parties, which establish the custom of charging for this kind of work.

Defending a quantum meruit claim

The defenses track the elements. The work was not requested or was done for someone else; the defendant did not accept it, or objected; the claimant never signaled it expected payment and the work looked like a free proposal or a favor; an express contract covers the work and sets a lower price; the value claimed is inflated; or the claim is out of time. A defendant that received a genuine benefit and said nothing while the work went on is in a weak position, and the better course is usually to contest value rather than liability.

Next steps

Send a written demand stating the work performed, the amount claimed and the basis for it, and keep a copy; that step also starts the clock for recovering attorney's fees. Gather the records above before memories fade. If the amount is significant, have a litigator look at whether the facts support a contract claim, a quantum meruit claim or both, and which deadline applies. Tina Wysk represents Dallas contractors, consultants and suppliers pursuing payment for work performed without a signed agreement, and businesses defending those claims, in state and federal court.