4 NICS App. 177, PENN v. WILLIAMS (March 1997)
IN THE HOH TRIBAL COURT OF APPEALS
HOH INDIAN RESERVATION
FORKS, WASHINGTON
Esther Penn, Appellant
v.
Mary Williams, Respondent
No. HOH-CIV-10/96-027 (March 19, 1997)
SUMMARY
Appeal from trial court order to pay to Respondent a sum representing Respondent’s monetary investment in a car currently in Appellant’s possession. Hoh Tribal Court of Appeals has wide latitude in fashioning a remedy. Finding there was no enforceable contract between the parties, we order the parties returned to their “pre-contract” status.
FULL TEXT
Before: Elbridge Coochise, Chief Justice; Rose E. Purser, Justice; Christopher P. Williams, Justice.
Appearances: Esther Penn, appellant, pro se; Mary Williams, respondent, pro se.
This matter came before the Hoh Tribal Court of Appeals on January 17, 1997 pursuant to Appellant Esther Penn’s Notice of Appeal filed November 12, 1996. Ms. Penn appeals from the trial court’s November 21, 1996 order that she pay to Respondent Mary Williams $8,358, a sum representing Ms. Williams’ monetary investment in a 1996 Ford Mustang currently in Ms. Penn’s possession.
I. JURISDICTION
This Court has personal jurisdiction over Appellant Esther Penn and over Respondent Mary Williams because they are members of the Hoh Indian Tribe. The dispute which is the basis of this appeal occurred within the exterior boundaries of the Hoh Indian Reservation, giving rise to territorial jurisdiction. This Court has subject matter jurisdiction over this matter pursuant to Section 5 of the Hoh Tribal Court Procedures Ordinance.
II. STATEMENT OF FACTS
In July of 1996 Mary Williams, accompanied by Esther Penn, went to the Red Ralls Harbor
4 NICS App. 177, PENN v. WILLIAMS (March 1997) p. 178
Ford and Lincoln Mercury Dealership in Aberdeen, Washington for the purpose of purchasing a car. Ms. Williams negotiated with the dealership for the purchase of a 1996 Ford Mustang. Ms. Penn then made a $12,000 down payment on the car.
Ms. Penn testified at trial that she believed she had loaned the $12,000 to Ms. Williams. Ms. Williams, however, testified that she believed Ms. Penn had asked for repayment of only $2,000 of the $12,000.
In any event, Ms. Williams traded in her 1994 Toyota Tercel, to which the dealership assessed a $6,000 value. At that time or shortly thereafter, Ms. Williams paid Ms. Penn $2,000 in cash. The car was registered in Ms. Penn’s name; however, the parties agreed that the car was for Ms. Williams’ personal use and that she would make the car payments and obtain insurance on the vehicle. Ms. Williams had possession of the car for approximately two months. During that time, the vehicle remained uninsured.
On October 4, 1996 Ms. Penn filed a civil complaint in the Hoh Tribal Court requesting that possession of the vehicle be turned over to her. Ms. Penn cited as reasons for her request the following: (1) the vehicle was in her name; (2) Ms. Williams had failed to obtain insurance on the car; and (3) Ms. Penn would be responsible for the vehicle.
Pursuant to a hearing on October 7, 1996, the trial court issued an Order finding that the vehicle was in Ms. Penn’s name and that, therefore, she was the car’s legal owner. The Court further ordered Ms. Williams to give possession of the car to Ms. Penn.
On October 8, 1996 Ms. Williams filed a civil complaint against Ms. Penn, requesting that the trial court order Ms. Penn to refund to her: (1) the $6,000 trade-in value of her Toyota; (2) the $2,000 in cash she gave to Ms. Penn; (3) two car payments she had made totaling $547; (4) $258 for window tinting; and (5) $100 she had paid to Ms. Penn in August of 1996.
In a November 7, 1996 order the trial court denied Ms. Williams’ request for return of $547 for the two car payments on the ground that she had the use of the vehicle during those two months. Nevertheless, the court did order Ms. Penn to pay Ms. Williams a total of $8,358 for the remaining claims. It is from this order that Ms. Penn now appeals.
III. ISSUE ON APPEAL
The issues on appeal are as follows:
(1) Was there an enforceable contract between Ms. Williams and Ms. Penn, and if so, was that contract breached?
4 NICS App. 177, PENN v. WILLIAMS (March 1997) p. 179
(2) What remedies are available to the parties?
IV. DISCUSSION
Basic contract law contemplates that in order for a contract to exist between two parties, certain conditions must be met. As an essential prerequisite to the formation of an informal contract, there must be an agreement -- a mutual manifestation of assent to the same terms.1 The agreement is ordinarily reached by a process of offer and acceptance. 2
In the matter before us, there is insufficient evidence in the record to establish that all the prerequisites for the existence of a contract have been met. It is not clear from the record whether Ms. Penn had “offered” Ms. Williams a $12,000 loan or a $10,000 gift. As the basis for the would-be agreement, this is one term whose meaning is essential. Without the mutual understanding of the parties regarding the nature of the transaction, there can be no “agreement”. Therefore, the trial court erred in finding that in July of 1996 the parties had “entered into a verbal agreement” to purchase a car together.
Clearly there is no express contract here. Not all contracts are express, however; they may implied. We now address the question of whether there is an implied contract between Ms. Penn and Ms. Williams.
The law recognizes two classes of implied contracts: those implied in fact and those implied in law. A contract implied in fact is an agreement of the parties arrived at from their conduct rather than their expressions of assent. A contract implied in law, otherwise known as “quasi contract” or “restitution”, arises from an implied duty of the parties not based on a contract.3 Restitution is an obligation created by law when money or property has been placed in one person’s possession under such circumstances that “ in equity and good conscience he ought not to retain it.”4 Recovery in quasi contracts is based on the prevention of unjust enrichment.5
It is clear from the record that the conduct of the parties does not reflect an expression of mutual intent. Therefore, this Court does not find a contract implied in fact. Nevertheless, the facts of this case suggest that a quasi contract, or contract implied in law, is the appropriate equitable remedy.
4 NICS App. 177, PENN v. WILLIAMS (March 1997) p. 180
Regardless of whether Ms. Penn loaned $12,000 or $2,000 to Ms. Williams, certain undisputed facts remain. Ms. Penn made a $12,000 payment on a 1996 Ford Mustang which was to be possessed and insured by Ms. Williams. Ms. Williams traded in her Toyota, paid Ms. Penn $2100, possessed the new vehicle for two months, and made two car payments. The vehicle is now, and has been since October 1996, in Ms. Penn’s possession. Ms. Penn has been making payments on the car since she took possession of it.
The trial court has ordered Ms. Penn to pay Ms. Williams $8,358, effectively refunding Ms. Williams’ economic investment in the car. Ms. Penn challenges the order and asks that this Court of Appeals allow her to retain possession of the car without compensating Ms. Williams for her monetary investment. This Court will not allow the unjust enrichment of one party at the expense of the other.
The Rules of Appellate Procedure allow this Court wide discretion in fashioning a remedy:
The appeals court may dismiss an appeal, reverse the trial court decision in whole or in part, order a new trial, or make any other ruling which disposes of the issues raised by the appeal.
Section VII(O)(3) [emphasis added]. Because there was no enforceable contract between the parties, equity demands that the parties be returned to their pre-contract status to the extent that this Court is able to do so.
V. ORDER
Therefore, based on the foregoing, it is hereby ordered that Appellant, Esther Penn, shall sell the vehicle in question and, furthermore, shall park the car until such time as it has been sold. The proceeds from the sale of the vehicle shall be used to pay off the bank loan. Any proceeds remaining shall be divided between the parties in proportions equal to the percent each has invested in the venture. Mary Williams’ interest in the car totals $8,647 ($6,000 trade-in value of her Toyota, plus $2100 paid to Ms. Penn, plus $547 in car payments). Esther Penn’s interest in the car totals $10,788 ($12,000 down payment less $2100 from Ms. Williams, plus $500 for insurance, plus $288 for three car payments). Therefore, the remaining proceeds shall be divided as follows: forty-five percent (45%) to Mary Williams; fifty-five percent (55%) to Esther Penn.
See Pacific Cascade Corp. v. Nimmer, 25 Wn. App. 552, 555 (1980).
RESTATEMENT OF CONTRACTS §22 (1932).
See Heaton v. Imus, 93 Wn.2d 249, 252 (1980).
See Family Medical v. Social & Health Services, 37 Wn. App. 662, 670 (1984), citing Bill v. Gattavara, 34 Wn.2d 645 (1949).
See Heaton, 93 Wn.2d 249, 252 (1980).