Q: I did some work for a guy, and now he wants to pay me only part of what we agreed to. He says that since there was no contract, I should just take what he wants to pay and leave him alone. Is he right?
A: No. It sounds like you actually had a contract, and you are entitled to be paid for your work. At its most basic level, any agreement that courts can enforce is a contract. Most people think a contract has to be in writing (and some do), but there are verbal contracts and even nonverbal contracts. It is usually a good idea to have the details in writing, but it is not required in most situations.
There are only a few basic requirements to create a contract: offer, acceptance, consideration, mutuality and capacity.
— An offer is a proposal to do (or not do) something in exchange for something from the other party. The terms of the offer must be definite enough to enforce.
— Acceptance requires some outward manifestation of agreement to the terms of the offer, like verbally agreeing, shaking hands, nodding or signing a document.
— Consideration is what the parties “give” to each other — goods, services, money, promises, etc.
— Mutuality requires that both parties intend to create a legal link between them, and both are required to do something under the contract, meaning a contract cannot just be enforceable against one party.
— Finally, capacity just means that the parties to the agreement must be over 18, of sound mind, not under the undue influence of drugs or alcohol, and (in the event the contracting party is an entity) the person signing must have authority to do so.
In your situation, it sounds like you discussed working for your customer and agreed on what you would do and what you would be paid when the work was done. There might be other terms to your agreement, but those sound like they could be a contract that could be enforced.
Even without a fully formed contract, Idaho law implies contracts in two ways. First, quantum meruit (also known as a contract implied in fact) basically assesses whether the parties acted like they had a contract, and requires the non-paying party to pay for the reasonable value of what was provided. Second, unjust enrichment (also known as a contract implied in law) looks at how much you have enriched the other party and requires them to pay for the benefit they received.
While there may be other issues — like whether the work you did was in accordance with your agreement — these contract and implied contract doctrines are law that would require your customer to pay you.
D. Andrew Rawlings is an attorney practicing in Idaho Falls. This column is provided by the 7th District Bar Association as a public service. Submit questions to “It’s the Law,” PO Box 50130, Idaho Falls, ID 83405, or by email to [email protected] This column is for general information. Readers with specific legal questions should consult an attorney. A lawyer referral service is provided by calling the Idaho State Bar Association in Boise at 208-334-4500.