Show Me My Money (Reisenfeld & Company v. The Network Group Inc., p. 313) Why does the court see this case as involving a quasi-contract as opposed to an actual contract? What other case law does the court rely on in finding precedent/support for compensating Reisenfeld? Does this decision appear to follow the golden rule guideline set forth in Chapter 2 (pp. 27 and 28)? Describe another example of an implied-in-fact or quasi-contract that you have experienced or is mentioned in the text. Note:  please read all the information correctly before you begin the assignment I have also copy and paste pages 27 and 28 that you would need to complete the assignment. CASE 13-3 REISENFELD & CO. v. THE NETWORK GROUP, INC.; BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App. (2002) Network Group (“Network”) was contracted by BSI to assist in selling or subleasing closed Kmart stores in Ohio. A few years later, Network entered into a commission agreement with Reisenfeld, a real estate broker for Dick's Clothing and Sporting Goods (“Dicks”). Dicks then subleased two stores from BSI. According to executed assignment and assumption agreements signed in November of 1994, BSI was to pay a commission to Network. Network was then responsible, pursuant to the commission agreement with Reisenfeld, to pay a commission of $1 per square foot to Reisenfeld. There was no direct agreement made between BSI and Reisenfeld. During this time, Network's sole shareholder was defrauding BSI. This shareholder was convicted of several criminal charges stemming from his fraudulent acts. Network was ordered by the district court to disgorge any commissions received from BSI, and BSI was relieved of any duty to pay additional commissions to Network. As such, Reisenfeld never received his commission related to the Dicks sublease. Reisenfeld sued in state court for the $160,320 in commissions he had not been paid. In addition to suing Network, Reisenfeld also named BSI as a defendant. The suit alleged, among other things, that based on a theory of quasi-contracts, BSI was jointly and severally liable for the commission. JUDGE BOOGS: . . . A contract implied-in-law, or “quasi-contract,” is not a true contract, but instead a liability imposed by courts in order to prevent unjust enrichment. … Under Ohio law, there are three elements for a quasi-contract claim. There must be: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. …    There is no disagreement as to the first two requirements. It is clear that Reisenfeld's work as broker benefited BSI and that BSI was aware of the work Reisenfeld was doing. The disagreement rests on the third requirement—whether it would be unjust for BSI to retain the benefit it received without paying Reisenfeld for it. … U.

1. Show Me My Money (Reisenfeld & Company v. The Network
Group Inc., p. 313)
Why does the court see this case as involving a quasi-contract
as opposed to an actual contract? What other case law does the
court rely on in finding precedent/support for compensating
Reisenfeld? Does this decision appear to follow the golden rule
guideline set forth in Chapter 2 (pp. 27 and 28)? Describe
another example of an implied-in-fact or quasi-contract that you
have experienced or is mentioned in the text.
Note: please read all the information correctly before you begin
the assignment I have also copy and paste pages 27 and 28 that
you would need to complete the assignment.
CASE
13-3
REISENFELD & CO. v. THE NETWORK GROUP, INC.;
BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF
APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App.
(2002)
Network Group (“Network”) was contracted by BSI to assist in
selling or subleasing closed Kmart stores in Ohio. A few years
later, Network entered into a commission agreement with
Reisenfeld, a real estate broker for Dick's Clothing and Sporting
Goods (“Dicks”). Dicks then subleased two stores from BSI.
According to executed assignment and assumption agreements
signed in November of 1994, BSI was to pay a commission to
Network. Network was then responsible, pursuant to the

2. commission agreement with Reisenfeld, to pay a commission of
$1 per square foot to Reisenfeld. There was no direct agreement
made between BSI and Reisenfeld.
During this time, Network's sole shareholder was defrauding
BSI. This shareholder was convicted of several criminal charges
stemming from his fraudulent acts. Network was ordered by the
district court to disgorge any commissions received from BSI,
and BSI was relieved of any duty to pay additional commissions
to Network. As such, Reisenfeld never received his commission
related to the Dicks sublease.
Reisenfeld sued in state court for the $160,320 in commissions
he had not been paid. In addition to suing Network, Reisenfeld
also named BSI as a defendant. The suit alleged, among other
things, that based on a theory of quasi-contracts, BSI was
jointly and severally liable for the commission.
JUDGE BOOGS: . . .
A contract implied-in-law, or “quasi-contract,” is not a true
contract, but instead a liability imposed by courts in order to
prevent unjust enrichment. … Under Ohio law, there are three
elements for a quasi-contract claim. There must be: (1) a benefit
conferred by the plaintiff upon the defendant; (2) knowledge by
the defendant of the benefit; and (3) retention of the benefit by
the defendant under circumstances where it would be unjust to
do so without payment. …
There is no disagreement as to the first two requirements. It is
clear that Reisenfeld's work as broker benefited BSI and that
BSI was aware of the work Reisenfeld was doing. The
disagreement rests on the third requirement—whether it would
be unjust for BSI to retain the benefit it received without paying
Reisenfeld for it. … Unreported Ohio Court of Appeals cases
support the proposition that, in the contractor/subcontractor
context, when the subcontractor is not paid by the contractor
and the owner has not paid the contractor for the aspect of the

3. job at issue, the subcontractor can look to the owner for
payment under a theory of unjust enrichment. … Further,
another Ohio case, in dicta, supports the proposition that
nonpayment by the owner would make payment on an unjust
enrichment theory appropriate. …
[H]ere, BSI has not paid Network on this contract, and the
losses suffered by BSI at Network's hands were “soft” losses of
additional profits Network might have made, rather than
quantifiable losses (due, for example, to theft) that might be
held to constitute payment. … Therefore, though not controlling
of this matter, the Ohio contractor/subcontractor cases
involving property owners who have not paid the contractors
provide persuasive support for the proposition that Reisenfeld
may hold BSI accountable on a theory of quasi-contract for the
benefits it provided to BSI, and for which it was not
compensated by Network. …
Of course, liability under quasi-contract does not necessarily
imply liability for the amount of money promised Reisenfeld
under its contract with Network. Instead, the proper measure of
liability is the reasonable value of the services Reisenfeld
provided to BSI. We must therefore vacate the district court's
order and remand the case for a determination of value.
REMANDED for consideration of damages.
CRITICAL THINKING
What words or phrases important to the reasoning of this
decision might be ambiguous? What alternate definitions are
possible? How does this ruling appear to be defining the words
or phrases? Would another choice affect the acceptability of the
conclusion?
Provide an example of one piece of new evidence that might
lead Judge Boggs to a different conclusion, and explain how
this information changes the consideration.

4. ETHICAL DECISION MAKING
Does this ruling establish a positive precedent in terms of the
potential effect on future participants in disputes of this sort?
Does this decision appear to follow the Golden Rule guideline?
Why or why not? How is this question particularly relative to
the person making the judgment, and what sorts of interpersonal
differences might lead to a variety of responses?
p. 314
VALID, VOID, VOIDABLE, AND UNENFORCEABLE
CONTRACTS
What everyone hopes to enter into, of course, is a
valid
A term applied to a contract that includes all four elements of a
contract—agreement (offer and acceptance), consideration,
contractual capacity, and legal object—and thus is enforceable.
contract, one that contains all the legal elements set forth in the
beginning of this chapter. As a general rule, a valid contract is
one that will be enforced. However, sometimes a contract may
be valid yet
unenforceable
A term applied to a contract that, because of a law, cannot be
enforced by the courts.
when a law prohibits the courts from enforcing it. The statute of
frauds (
Chapter 18
) requires that certain contracts must be evidenced by a writing
before they can be enforced. Similarly, the statute of limitations
mandates that an action for breach of contract must be brought
within a set period of time, thereby limiting enforceability.
A
void

5. A term applied to a contract that is not valid because its object
is illegal or it has a defect that is so serious that it is not a
contract.
contract is in effect not a contract at all. Either its object is
illegal or it has some defect so serious that it is not a contract.
If you entered into a contract with an assassin to kill your
business law professor, that contract would be void because it is
obviously illegal to carry out its terms.
A contract is
voidable
A term applied to a contract that one or both parties have the
ability to either withdraw from or enforce.
if one or both parties has the ability to either withdraw from the
contract or enforce it. If the parties discover the contract is
voidable after one or both have partially performed, and one
party chooses to have the contract terminated, both parties must
return anything they had already exchanged under the agreement
so that they will be restored to the condition they were in at the
time they entered into it.
Certain types of errors in the formation of a contract can
make it voidable. Typically, the person who can void the
contract is the person the court is attempting to protect, or the
party the court believes might be taken advantage of by the
other. For example, contracts by minors are usually voidable by
the minor (
Chapter 16
). Contracts entered into as a result of fraud, duress, or undue
influence, as described in
Chapter 17
, may be voided by the innocent party. In the opening scenario,
Morrow attempted to prove that the Dispute Resolution Program
was a voidable contract because it did not include mutual

6. promises, could be changed at any time without approval, and
lacked genuine assent from the employees.
EXECUTED VERSUS EXECUTORY CONTRACTS
Once all the terms of the contract have been fully performed,
the contract has been
executed
A term applied to a contract whose terms have all been fully
performed.
.
As long as some of the terms have not yet been performed, the
contract is
executory
A term applied to a contract whose terms have not all been fully
performed.
.
If Randolph hires Carmine to paint his garage on Saturday for
$800, with $200 paid as a down payment and the balance due on
completion of the job, the contract becomes executory as soon
as they reach agreement. When Randolph makes the down
payment and Carmine's work is half complete, it is still
executory. Once the painting has been finished and the final
payment made, the contract is an executed contract. In the
opening scenario, Hallmark assumed that any employee who
remained at the company had executed the contract.
FORMAL VERSUS INFORMAL CONTRACTS
Contracts can be formal or informal.
Formal contracts
A contract that must have a special form or must be created in a
specific manner.
have a special form or must be created in a specific manner. The

7. Restatement (Second) of Contracts identifies the following four
types of formal contracts: (1) contracts under seal, (2)
recognizances, (3) letters of credit, and (4) negotiable
instruments.
When people hear the term
formal contract,
what often comes to mind is a
contract under seal,
named in the days when contracts were sealed with a piece of
soft wax into which an impression was made. Today, sealed
contracts may still be sealed with wax or some other soft
substance, but they are more likely to be simply identified with
the word
seal
or the letters
L.S.
(an abbreviation for
locus sigilli,
which means “the place for the seal”) at the end. Preprinted
contract forms with a printed seal can be purchased today, and
parties using them are presumed, without evidence to the
contrary, to be adopting the seal for the contract.
p. 315

8. COMPARING THE LAW OF OTHER COUNTRIES
A Special Kind of Contract in Iraq
While most foreign states recognize the marriage contract, a
different kind of marriage contract, sanctioned by Shiite clerics,
is legal in Iraq. Called
muta'a
(“contract for a pleasure marriage”), it can last anywhere from
an hour to 10 years and is renewable. Under the contract, the
male typically receives sexual intimacy, in exchange for which
the woman receives money. For a one-hour contract, she can
generally expect the equivalent of $100; for a longer-term
arrangement, $200 a month is typical, although she might
receive more. The couple agrees to not have children, and if the
woman does get pregnant, she can have an abortion but then
must pay a fine to a cleric. The male can usually void the
contract before the term ends, but the female can do so only if
such a provision is negotiated when the contract is formed.
Muta'as
originally developed as a way for widows and divorced women
to earn a living and for couples whose parents would not allow
a permanent marriage to be together. Many women's rights
advocates, however, see these contracts as exploiting women
and are opposed to their increased popularity after the fall of
Saddam Hussein in 2003. But as the war in Iraq continues to
produce greater numbers of widows, increasing numbers of
them are turning to this method of putting food on the table for
themselves and their children.

9. Source:
Rick Jervic, “'Pleasure Marriages' Regain Popularity in Iraq,”
USA Today,
May 5, 2005, p. 8A; Bobby Caina Calvin, “In Shiite Iraq,
Temporary Marriage May Be Rising,”
McClatchy News,
www.mcclatchydc.com/103/story/21584.html
(accessed June 9, 2009).
PP 27-28
For instance, a manager might be deciding whether to fire an
employee whose performance is less than impressive. In making
this decision, the manager explores alternative visions of key
values such as justice and efficiency and then makes choices
about which action to take. Values and their alternative
meanings are often the foundation for different ethical
decisions.
To avoid ambiguity, many companies summarize their values
in brief statements. Nortel Networks' statement of core values,
shown in
Exhibit 2-7
, identifies for Nortel's stakeholders which positive abstractions
guide its business decisions.
HOW
DO WE MAKE ETHICAL DECISIONS?
Making ethical decisions has always been one of our most
confusing
and

10. important human challenges. In the process of meeting this
challenge, we have discovered a few general, ethical guidelines
to assist us. An
ethical guideline
provides one path to ethical conduct. Notice that all three
ethical guidelines below reflect a central principle of business
ethics: consideration for stakeholders.
The Golden Rule.
The idea that we should interact with other people in a
manner consistent with the way we would like them to interact
with us has deep historical roots. Both Confucius and Aristotle
suggested versions of that identical guideline. One scholar has
identified six ways the Golden Rule can be interpreted:
1.
Do to others as you want them to gratify you.
2.
Be considerate of others' feelings as you want them to be
considerate of yours.
3.
Treat others as persons of rational dignity like you.
4.
Extend brotherly or sisterly love to others, as you would want
them to do to you.
5.
Treat others according to moral insight, as you would have
others treat you.
6.

11. Do to others as God wants you to do to them.
Exhibit 2-7
Core Values: A Guide to Ethical Business Practice
NORTEL NETWORKS' CORE VALUES
1.
We create superior value for our customers.
2.
We work to provide shareholder value.
3.
Our people are our strength.
4.
We share one vision. We are one team.
5.
We have only one standard—excellence.
6.
We embrace change and reward innovation.
7.
We fulfill our commitments and act with integrity.
New ways of organizing people and work within the corporation
are giving each of us more decision-making responsibility.
Given the complexity and constantly changing nature of our
work and our world, no book of hard-and-fast rules—however

12. long and detailed—could ever adequately cover all the
dilemmas people face. In this context, every Nortel Networks'
employee is asked to take leadership in ethical decision making.
In most situations, our personal values and honesty will guide
us to the right decision. But in our capacity as employees and
representatives of Nortel Networks, we must also always
consider how our actions affect the integrity and credibility of
the corporation as a whole. Our business ethics must reflect the
standard of conduct outlined in this document—a standard
grounded in the corporation's values and governing Nortel
Networks' relationships with all stakeholders.
Regardless of the version of the Golden Rule we use, this
guideline urges us to be aware that other people—their rights
and needs—matter.
p. 28
Let's return to the ethical problem outlined at the beginning of
this chapter. Using the Golden Rule as your ethical guideline,
how would you behave? Would you hide the information about
the chemicals used to make your toothpaste, or would you
disclose the information? Put yourself in the consumer's
position. As a consumer, would you want to know that your
toothpaste contained a potentially toxic chemical? Are there
other stakeholders in the organization whose interests should be
the focus of your application of the Golden Rule? The focus on
others that is the foundation of the Golden Rule is also clearly
reflected in a second ethical guideline: the public disclosure
test.
Public Disclosure Test.
Applying what you have learned to the ethical dilemma faced
by the Chinese toothpaste manufacturers, suppose you decide to
ignore the complaints about the use of diethylene glycol instead
of glycerin. Now suppose that your decision to ignore the
complaints is printed in the newspaper. How would the public
react? How would you feel about the public's having full

13. knowledge of what you intend to do?
We tend to care about what others think about us as ethical
agents. Stop for a moment and think of corporations that failed
to apply the public disclosure test and generated negative
reactions as a result. For example, in July 2006, a company
named Trafigura attempted to dump waste from one of its ships
at a port in Holland. The ship initially reported that it was
dumping “regular slops,” or wastewater from the ship's hold,
and agreed to pay $15,000.
As the port's workers began to empty the waste, they noticed
that the waste had an unusual consistency and smell. Upon
testing, the workers discovered that the waste was toxic and
would cost $300,000 to treat and dispose of properly. Trafigura
refused to pay, insisting that the waste was not toxic.
Trafigura had its waste reloaded onto the ship and left without
paying to dispose of any of the waste. The ship then headed
toward Africa, where Trafigura had reportedly found a company
capable of disposing the waste. The disposal company, called
Tommy, was allegedly a shell corporation created by Trafigura
specifically for this job. Tommy charged Trafigura a mere
$20,000 to dispose of the toxic waste. The waste was pumped
from the ship into trucks that drove into Abidjan, an extremely
poor part of the Ivory Coast, where the waste was dumped in 18
different residential areas during the night. The waste was not
treated in any way.
Over the course of the following days, people throughout
Abidjan suffered from headaches, nausea, open sores on their
skin, and even death. At least 10 people died from exposure to
the toxic waste, and tens of thousands of people were injured.
When the international community heard that tons of toxic
waste had been dumped in impoverished residential areas, the
outcry was noticeable.
Trafigura disclaimed all blame, saying first that the waste was
not toxic and second that the company at fault was Tommy, the
company that physically dumped the waste in Abidjan. As a
result of the companies' actions, criminal charges were filed

14. against some of the key players. In October 2008, the Nigerian
man who hired the trucks that dumped the waste was sentenced
to 20 years in prison, and an Ivorian port official was sentenced
to 5 years in prison. Seven other port and government officials
were acquitted at trial.