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Valid contract dooms unjust enrichment claim

Where the parties did not dispute that a valid contract existed between them, the plaintiff’s alternative claim for unjust enrichment was dismissed. A plaintiff may plead an unjust enrichment claim in the alternative only in the absence of an enforceable contract.


In this lawsuit, Colonna’s Shipyard Inc. alleges Coastal Cement Corporation breached an agreement to pay for certain repairs on a vessel owned by Coastal. The complaint asserts two claims: (1) breach of contract and (2) unjust enrichment. In its partial motion to dismiss, Coastal urges the court to dismiss the second cause of action as improperly pled “[b]ecause unjust enrichment claims are only appropriate in the absence of an enforceable contract, and neither party here challenges the validity or enforceability of the Agreement.”


While it is generally true that a plaintiff may allege alternative claims for breach of contract and unjust enrichment despite the legal impossibility of recovery under both, a plaintiff may plead these claims in the alternative only in the absence of an enforceable contract. Here, notwithstanding plaintiff’s argument to the contrary, there are no factual allegations in the complaint plausibly supporting the invalidity of the initial agreement, the amendment thereto or the change order.

In fact, the parties’ briefing reveals that neither party disputes the validity of these contractual documents. Notably, the primary theme of Colonna’s complaint is that there was, in fact, a valid contract between the parties and that Coastal breached that contract by failing to pay for the services it received.

Coastal, in its motion, also do not indicate any intention of challenging the validity of those agreements. Although Colonna’s correctly states that “Coastal disputes the scope of the work performed under the terms of the parties’ Agreement,” Colonna’s appears to misinterpret such dispute as a denial of the agreement’s efficacy.

Accordingly, the substantial weight of federal case law applying Virginia law demonstrates that the unjust enrichment claim must be dismissed in light of the express contract between the parties and Colonna’s failure to offer well-pled facts supporting an alternative cause of action based on an implied contract. The cases cited by Colonna do not alter this court’s analysis. In addition to the above analysis, the court finds it particularly relevant that Colonna’s unjust enrichment claim lacks any alternative facts to support the nonexistence of a valid contract, such as allegations of fraud, or allegations that Coastal voiced any disagreement with the validity of the written contract or the scope of the contract’s terms before suit was filed.

As discussed above, Coastal, in its briefing, explicitly states that it does not intend to dispute the validity of the agreement and its amendments. Coastal further concedes that if “unforeseen facts develop” that could support a challenge to the “existence of a valid contract for some or all of the dispute at hand,” Colonna’s “would not be without recourse,” admitting that Colonna’s “may seek to amend the complaint accordingly.”  Although Colonna’s does not request leave to amend its complaint at this time, the court agrees that such remedy is likely available if “unforeseen facts” lead to a future challenge to the agreement.

Defendant’s partial motion to dismiss granted.

Colonna’s Shipyard Inc. v. Coastal Cement Corporation, Case No. 2:22-cv-395, May 9, 2023. EDVA at Norfolk (Davis). VLW 023-3-250. 13 pp.