Legal Update: July 2025

Core Finance Team Affiliates, LLC v. Maine Medical Center—The Distinction Between Quantum Meruit and Unjust Enrichment

What is the difference between a claim of quantum meruit and unjust enrichment? This very issue was addressed in Core Finance Team Affiliates, LLC v. Maine Medical Center and is discussed in this article.

The legal profession is famously hidebound; for goodness’ sake, they still where robes and wigs in English courts. As a result, they still throw around many Latin phrases, which can lead to confusion. In Core Finance Team Affiliates, LLC v. Maine Medical Center, 2024 ME 78, 2024 Me. LEXIS 85 (November 26, 2024), the Maine Supreme Court addressed the distinction between two contract-like remedies: quantum meruit and unjust enrichment.[1]

Background

Core Finance Team Affiliates, LLC (“Core”) is a consulting and data services provider to the health care industry that assisted hospitals with supporting their reimbursement requests from the federal government for treatment of Medicare-eligible patients. Core offered different types of data including (a) “annual hourly wage” data for a range of health care occupations and (b) occupational mix survey (“OMS”) data which is hospital specific information on the mix of various health care services provided to patients of the individual hospital that is, in turn, used to adjust the more general hourly wage data.

In June 2014, the Maine Hospital Association, Inc. (the “Association”) hired Core to provided data to three hospitals (the “Hospitals”). The contract called for Core to provide annual hourly wage data at a fixed price. The contract also contained an exhibit which required the Association to advise Core of the Association member hospitals that wished to participate in the OMS program. Core was responsible for billing subscribing hospitals directly for OMS services. The fee for OMS participation was 12.5 percent of the increase in federal Medicare and Medicaid reimbursement attributable to the OMS data.

The Hospitals, for whatever reasons, declined to subscribe to the OMS program. Despite that, the Hospitals provided Core with the relevant data needed for the analysis, leading Core to assume that they had, in fact, decided to participate.

When Core sought the 12.5 percent contingent fee for the OMS services, the Hospitals refused to pay. On November 20, 2018, Core sued the Association and Hospitals, asserting claims for breach of contract and unjust enrichment.

The case continued to trial on Core’s contract claim with its unjust enrichment claim, an equitable doctrine not subject to jury consideration. In a pretrial motion, Core sought to preclude the Hospitals[2] from raising the issue of unjust enrichment during the jury trial. The Hospitals opposed the motion, arguing that Core had, in fact, pleaded a quantum meruit claim, which would properly be determined by the jury. In response, Core reaffirmed that it had no intention of seeking a quantum meruit recovery. The court granted Core’s motion, holding, Core “assures us all that it has pled a claim for unjust enrichment, and the Court will respect [Core’s] interpretation of its own Complaint.”

The jury found for the Hospitals on the breach of contract claim. At the subsequent bench trial on Core’s unjust enrichment claim, the court found for the plaintiff. While concluding that the claim should have been pleaded as a quantum meruit action, but since the Hospitals did not plead an affirmative defense of quantum meruit, they had waived the issue. The trial court awarded Core $566,582.25 based on the testimony provided during the bench trial that (a) the Hospitals had received a total of $3,777,215 in additional reimbursements during 2016, 2017, and 2018 based on the OMS services, and (b) the customary rate for OMS services was 15 percent of additional revenue, not the 12.5 percent specified in the contract appendix.

The Hospitals appealed.

Court Findings

The appellate court provided an explanation of the important differences between quantum meruit and unjust enrichment.

Quantum Meruit

Quantum meruit, also known as a contract “implied in fact,” is a legal, as opposed to equitable, remedy. It is a claim for a breach of contract that varies from a “traditional” breach of contract claim only to the extent there is no specific recitation of contractual terms (i.e., an “express contract”) but rather, is inferred from the conduct of the parties. As a legal dispute, a jury may properly hear quantum meruit claims.

“To sustain a claim in quantum meruit, a plaintiff must establish that (1) services were rendered to the defendant by the plaintiff; (2) with the knowledge and consent of the defendant; and (3) under circumstances that make it reasonable for the plaintiff to expect payment.”[3]

The focus of damages in a quantum meruit claim is the value that the defendant received from the plaintiff’s actions.

Unjust Enrichment

In contrast to quantum meruit, unjust enrichment is a “quasi-contract” form of recovery. In unjust enrichment, there is no “meeting of the minds” that would form the basis for a contract. Instead, the claim focuses on the fact that a defendant has retained a benefit at the expense of the plaintiff, and it would be inequitable to allow it to remain. In Maine, all unjust enrichment claims are the province of the court, not a jury.[4]

Damages in an unjust enrichment claim focus on the cost to the plaintiff of providing the goods and services that the defendant receives. “[W]hile there may be a relationship between the value of the plaintiff’s work for purposes of quantum meruit and the value of the benefit conferred for purposes of unjust enrichment, they are not necessarily the same.”[5]

Application to Instant Matter

Based on the evidence presented at trial, there was no dispute about the underlying facts or that Core could have presented a claim for quantum meruit. The language of the exhibit to the written contract with the Association and the testimony of Core’s principal clearly showed that Core expected to be compensated for its OMS services. Two of the Hospitals’ witnesses acknowledged that it would be fair for Core to receive compensation for those services; however, the Hospitals did not agree with the rate specified in the Association’s contract. While the Hospitals did not expressly request OMS services, they provided Core with the data, knew that Core was providing the analyses and used those analyses as part of their reimbursement requests for Medicare and Medicaid services resulting in substantially higher compensation. “In sum, had Core designated its claim as being for quantum meruit, there was ample evidence to support the claim being tried to a jury.”[6]

The appeals court found that the trial court had erred on the two primary issues supporting its finding for Core on the unjust enrichment claim—that the Hospitals failed to assert quantum meruit as an affirmative defense and that pursuing a quantum meruit claim was not a prerequisite to Core recovering on unjust enrichment.

“Quantum meruit is a theory of liability and a method of measuring damages, not an affirmative defense. The existence of an express contract does not preclude a quantum meruit claim if the express contract does not cover the services that are the subject of the quantum meruit claim,  which was precisely the case here.”[7] While the Maine Supreme Court had not expressly required parties to pursue quantum meruit claims before seeking an unjust enrichment recovery, earlier “cases express the ‘axiomatic’ principle that an equitable remedy will be granted only where there is not an adequate legal remedy. So too, a party will not be awarded an equitable form of relief when the party fails to timely pursue a legal remedy available to it.”[8]

Notwithstanding the court’s reversal based on Core’s failure to exhaust its legal remedies by failing to pursue the quantum meruit claim, the justices would have reversed the unjust enrichment judgment for two reasons anyway. Initially, “when a plaintiff asserts an unjust enrichment claim for services rendered in reliance on an unenforceable express contract, the amount that the plaintiff would have been entitled to receive under the contract sets the ceiling on recovery for unjust enrichment.”[9] The trial court awarded Core 15 percent of the additional revenue the Hospitals realized from using the OMS data based on testimony that that was the typical rate for such services. Core’s contract with the Association, however, specified a 12.5 percent rate, which would have established the ceiling for Core’s recovery.

The second reason that the trial court’s damages award was inappropriate is that it was based on a measure of damages reserved for situations where there is “proof that the defendant engaged in some form of active wrongdoing.”[10] As neither the jury nor the trial judge made a finding that the Hospitals engaged in active wrongdoing, “the appropriate measure of damages for Core’s unjust enrichment claim is the same as it would have been had Core designated its claim as being for quantum meruit—‘the market value of [its] uncompensated contractual performance’ independent of the additional benefit the Hospitals received from a third party.”[11] At trial, Core failed to provide any evidence of value of the OMS services independent of federal reimbursement the Hospitals received. Accordingly, there was insufficient evidence of damages to support either a quantum meruit or an unjust enrichment recovery.

Conclusion

The key distinction between damages in quantum meruit and unjust enrichment claims is that the former focus on the plaintiffs’ loss in providing goods or services, while the latter focus on the benefit derived by a defendant who received the goods or services. Further, courts may require consideration of all “legal” recourse, including both express and implied contract claims, before considering equitable remedies like unjust enrichment.

[1] The third contract-like claim, detrimental reliance, was not an issue in this case.

[2] As the written contract between Core and the Association mandated binding arbitration, the court granted the Association’s motion to compel arbitration, and the Association ceased to be a party to the litigation.

[3] 2024 Me. LEXIS 85 at **11, quoting Forrest Assoc. v. Passamaquoddy Tribe, 2000 ME 195, ¶11, 760 A.2d 1041.

[4] Ibid. at **12, citing Cummings v. Bean, 2004 ME 93, ¶9, 853 A.2d 221. The appellate court acknowledged that jurisdictions following the restatement (third) of restitution and unjust enrichment would allow juries to consider unjust enrichment claims when the sole recovery is monetary. Under the Restatement, an unjust enrichment claim would only need to be determined by a judge if the remedy would require the defendant to do something other than pay a judgment for money.

[5] Ibid. at **13, citing Bowden v. Grindle, 651 A.2d 347 (Me. 1994), internal punctuation omitted.

[6] Id. at **15.

[7] Id at **15, internal citations omitted.

[8] Id at **16-17, internal citations omitted.

[9] Id at **19-20.

[10] Id at ** 20. The court did not describe what circumstances would constitute “active wrongdoing.”

[11] Id at **21.

---

Michael J. Molder, JD, CPA, CFE, CVA, MAFF, applies 30 years of experience as a Certified Public Accountant and litigator to help investigate and analyze cases with complex financial and economic implications. He has acted as both counsel and accounting expert in pending and threatened litigation as well as participating in internal investigations of financial misconduct. As a litigator, Mr. Molder helped co-counsel understand complex financial and accounting issues in dozens of cases. In 2006, Mr. Molder returned to public accounting applying his unique skills to forensic engagements. He has also performed valuations of business interests in a wide variety of industries.

Mr. Molder has served as a valuation expert for both plaintiffs and defendants in commercial litigation matters and owner and non-owner spouses in matrimonial dissolutions. He has participated in the valuations of businesses in a wide variety of industries, including: food service, wholesale and retail distribution, literary development and production, healthcare, manufacturing, and real estate development.

Mr. Molder has also investigated and valued damages in a wide variety of litigation contexts ranging from breach of contract claims to personal injury cases, and from employment disputes to civil fraud. He has consulted on many matters which have not involved the issuance of a report for litigation or resulted in deposition or trial testimony. Accordingly, the identity of these matters is protected by attorney client privilege.

Mr. Molder has also lectured widely on a variety of accounting and litigation related topics including business valuation, financial investigations in divorce proceedings, accountant ethics, financial statement manipulation and “earnings management.”

Mr. Molder can be contacted at (610) 208-3169 or by e-mail to Molder@lawandaccounting.com.