The Middle District of Florida
held that a client-owner was not unjustly enriched despite a subcontractor’s
belief that the client-owner was undercharged by the general contractor. In Commercial
Repairs and Sales, LLC v. Signet Jewelers Limited, Plaintiff Commercial
Repairs and Sales, LLC (“CRS”) provided construction improvement and facility
management. Defendant Signet Jewelers Limited (“Signet”) is a jewelry conglomerate
with retail locations around the world.
Signet entered into a contract
with Pristine Environmentals, Inc. (“Pristine”), where Pristine agreed to
provide general maintenance services for Signet’s retail stores. Pristine then
subcontracted with CRS. The terms of the contract required CRS to respond to
service requests by Signet, perform an assessment of the scope of the work
required, and perform those services if they constituted general construction
maintenance. CRS would then invoice Pristine for their services.
During a four-month period, CRS
performed approximately $220,000.00 in services in Signet’s Florida stores, and
billed Pristine for every service performed. Pristine then billed Signet, and
Signet paid each and every invoice it received from Pristine. However, Pristine
only paid CRS a fraction of what it owed CRS for its services.
CRS alleged that Signet was
unjustly enriched due to the construction and maintenance services it
performed. Unjust enrichment is an equitable remedy that allows a court to
create an implied or quasi-contract upon which a plaintiff may recover for
goods sold or services rendered to a benefitting party who has not provided
adequate consideration.
The Court held that Signet was not
unjustly enriched merely because a subcontractor believes a general contractor undercharged
for its services. Absent some sort of clear and substantial mistake or error in
how Signet was billed by Pristine, the Court held that Signet’s payment to
Pristine for CRS’s services constitutes adequate consideration and defeats an
unjust enrichment claim.
This case shows that a
subcontractor will have difficulty succeeding on an unjust enrichment claim
against an owner with whom it did not have contractual privity. Subcontractors
should ensure that the general contractor is billing the owner at a rate that
will satisfy the general contractor’s payment obligation to the subcontractor.
Had CRS paid attention to what Pristine was billing to Signet, it would have
known that Pristine was not charging Signet an adequate amount to cover CRS’s
invoices.
