THE LAW OF CONTRACTS.
The building contract, commonly wade between the owner and builder, confers certain powers upon the architect. While the latter is not a party to this contract, and so cannot enforce it he is by reason of it drawn into the contractual relations of others. For this reason alone, the branch of the law dealing with contracts is an important one to him. Moreover the architect may have occasion to supervise or assist in the making of contracts in behalf of the owner; while in the important matter of right to co]npensa. Lion, the architect is dependent upon the law on this subject.
Express Contracts and Contracts implied in Law. competent persons make a contract their rights are fixed thereby. If, however, without any express contract, one person gives services or goods which another person accepts, and if there is no under standing that the transaction is a gift, the person giving the ser vices or goods is not without a right to compensation. The law imposes an obligation upon the person receiving the benefit to make compensation to the person from whom he receives it. This obligation is sometimes called an implied contract, as if, in accept ing the benefit, it is impliedly agreed to make recompense. This principle is of great importance and frequent application. It will be seen later that it is applied not only when there is no express contract, but also in some cases where an existing express contract for some reason cannot be enforced.
The principle above stated, that a contract once made by com petent parties fixes their rights, is fundamental. Suppose A sues B upon an implied contract for material furnished, claiming $100 as the value thereof. If B alleges and proves that he had a con tract with A covering everything for which B seeks to recover, and that A has not complied with the terms of this contract, this will be a defense; unless indeed it can be shown.that, in spite of A's failure exactly to fulfil the contract, B has accepted the qua terial. Li that case the facts might raise a new implied promise. But if B refused the material, of course no such promise could be implied. On the other hand if A offered material in compliance with the contract, and B refused to receive it, A could hold B answerable for breach of the express contract although B received no benefit therefrom.
Quantum Meruit. The contract which is implied in law is always to pay the fair value of what has been received. The Latin words quantum, vne°vit, meaning as much as it is worth, are therefore used to describe an action based upon au implied con.
tract. To recover in quant 7R roe it accordingly means to re
cover the reasonable value, to be determined in the course of the action, of whatever has been furnished. It has already been ex plained that where there exists a valid and enforcable contract, on which both parties have the right to insist, no recovery can be had in quasi tum, iii cia it for labor and materials furnished under the contract. This does not mean that where a contract once existed concerning such work and labor, or goods or materials, or concern ing a part of it, an action in quaWnunn mer°uit will never lie. There are various circumstances under which this action will lie, in spite of such an express contract. It sometimes happens that a contract is so altered that it is no longer ascertainable and is there fore treated as not existing. In such a case an action on an im plied contract can be maintained. If a partly performed contract is abandoned by agreement of all the parties to it, an action in qeantuin memit will lie for the work or materials already fur nished only in case the contract is what is known as an entire con tract as distinguished front a divisible or apportionable contract. An apportionable or divisible contract is one susceptible of di vision or apportionment because of having two or more parts not necessarily dependent upon each other and not intended to be so dependent; as in the case of a contract for building several houses, where there is nothing in the contract itself or the circumstances to prevent singling out the part respecting any particular house, and treating it as distinct and complete of itself. Such a contract Wright he of such a nature that it would be obviously unfair to one party or the other thus to separate the parts, and to hold a party bound as to a portion without regard to the rest. A con tract of this latter sort would be an entire contract, that is, a contract of which the terms, nature and purposes indicate an in tention that each of its material provisions shall be dependent on all the rest. If, then, the contract which is abandoned be a di visible contract of which one or more complete divisions have been performed, the contract may be treated as governing those divis ions and recovery may be had only under the contract. But if the contract be an entire contract it would not be fair then to hold the parties as bound in respect to a portion only, never contemplated as complete in itself. Their rights must therefore be settled on the theory of implied contract, the party indebted being answer able in ' iuutrrin lnepri t only.