Meaning
Equitable principles requiring an entity to make restitution when it retains benefits conferred by another without legal justification remedy uncompensated transfers. The doctrine of unjust enrichment applies when services or intellectual property are provided without a formal contract. A claimant must show that the defendant received an enrichment at the claimant’s expense under circumstances where retention is unfair.
The doctrine terminates where an express, valid contract governs the subject matter between the parties. Restitution serves to return the parties to their baseline positions rather than award expectation damages.
Benefit Measurement
Quantifying the unearned gain requires assessing the market value of the services rendered rather than the subjective loss of the provider. In founder disputes, unjust enrichment claims measure corporate appreciation attributable to uncompensated executive labor. Evaluating this contribution demands complex valuation methodologies and forensic financial analysis.
Contractual Preemption
Existence of an executed agreement completely bars equitable restitution claims covering the same subject matter. Invoking unjust enrichment fails whenever written contracts or integrated founder agreements define compensation terms. Formal legal documentation always preempts informal fairness arguments.
Proof Burden
Establishing unearned enrichment without written agreements requires hundreds of hours and substantial personal capacity. Founders pursuing restitution for unrecorded contributions face extensive evidential hurdles to demonstrate that services were not intended as gifts. Documentary deficits regularly defeat well-intentioned restitution claims.