A contract, whether written or oral, is only enforceable if the essential terms of the contract are clear and certain. The contract must be sufficiently definite and detailed as to what actions all parties are obligated to perform. The contract must also be adequate enough for a court to determine the purpose and intention of the parties in order for an oral contract to be enforced.See Robinson v. Gardiner, 196 Md. 213 (1950).
InEffie Dolan v. Christopher McQuaide, the Court of Special Appeals of Maryland entered summary judgment in favor of the Defendant indicating that Plaintiff’s alleged oral contract with Defendant was too vague to be enforceable. Plaintiff claimed that she and the Defendant had entered into an oral agreement whereby they would open a car wash business together. Plaintiff stated that the oral promise was that she was to receive one half of the share of net profits of the business in exchange for her efforts in providing services which included “planning, financial and otherwise,” for the carwash. For a period over approximately three years, Plaintiff performed various services, including drafting a business plan, financial projections, various contracts, creating logos and a website for the business. During this time period, Defendant never compensated Plaintiff for any of the work performed, and Plaintiff filed suit to recover half of the profits from the business. The court in Dolan held that the communications between the parties were merely general terms of what Plaintiff would do in exchange for one half of the business. These general statements regarding Plaintiff assisting with planning were not definite enough to establish a contractual relationship. The court went on further to discuss that even though Plaintiff did perform services for the business which she had discussed generally with the Defendant, such conduct could not establish an oral contract, nor could it support an action for promissory estoppel.
The Dolan court did find that Plaintiff may have a right to recover an amount equal to the value of the services she provided under an unjust enrichment action. A claim for unjust enrichment is created when a Plaintiff provided the defendant with something of value while expecting compensation in return at a time when the defendant acknowledged, accepted, and benefited from the services provided, and it must be inequitable for defendant to enjoy the benefit without paying for it. The court found in this case that Plaintiff did provide services to Defendant, which he accepted and benefited from. The question of how much the Defendant benefited was a question to be determined at trial.
While an oral contract can be enforceable a court will only enforce such a promise if the details surrounding the obligations of both parties are clear and unambiguous.
