County Commissioners v. J. Roland Dashiell & Sons, Inc.

On February 22, 1994, J. Roland Dashiell & Sons, Inc. (Dashiell) (plaintiff) entered a written contract with Caroline County (the county) (defendant) to provide all the work, labor, and materials needed to renovate the county prison for a price of over $3 million. The contract’s liquidated-damages clause provided damages of $500 per calendar day if Dashiell failed to complete the project within 425 calendar days. The contract also contained a specified claim procedure to extend the project deadline. After entering the contract, Dashiell encountered construction delays. In November 1994, Dashiell received a 60-day extension on the project deadline. On two occasions in 1995 and 1996, Dashiell indicated in written correspondence that it would be preparing a claim against the county, but Dashiell did not actually submit a claim. As of June 6, 1996, the county occupied the renovated prison. On July 15, 1996, well after the contract timeframe, Dashiell submitted a claim to extend the project-completion date by 522 days and increase the contract price by over $1 million. Dashiell cited various reasons, such as weather delays and design deficiencies. The county denied the claim and withheld payment of $326,621 pursuant to the contract’s liquidated-damages clause. Dashiell sued the county seeking to recover the withheld payment and damages based on the value of Dashiell’s work. Dashiell asserted a claim for breach of contract as well as quasi-contract claims of quantum meruit and unjust enrichment. The county filed a motion to dismiss Dashiell’s complaint. The trial court entered judgment in favor of the county. The intermediate appellate court affirmed. The court of special appeals reversed the trial court’s grant of summary judgment on Dashiell’s claim of unjust enrichment. The Maryland Court of Appeals reviewed the matter.