Unjust enrichment occurs when one party keeps a clear benefit without paying for it. Since judges often sit as courts of equity, strict contractual elements like acceptance, breach, and damages don’t limit the analysis. Instead, the focus shifts to restitution and basic fairness. Specifically, did someone receive something of value at another party’s expense, and would it be unjust to keep it without compensation? That’s why unjust enrichment in yachting, as in other situations, is often a quasi-contract remedy. It’s a legal tool that applies even when no signed agreement exists or a deal moved too fast for formalities.
As you’ll learn in this episode of The Yacht Law Podcast, the most common scenarios are painfully practical. A subcontractor supplies or manufactures a part, for example, only to hear “it wasn’t in the scope” when requesting payment. If the shipyard or superyacht owner accepts and uses it, though, the benefit is real. Refusing to pay can trigger an unjust enrichment claim. Yet another situation involves mistaken payment, such as wiring money to the wrong party, then discovering the recipient spent it and refuses to reimburse it. Charter contracts can open the door to the same problem. A megayacht owner receives a large advance, uses it to upgrade the yacht, but a breakdown prevents the charter from happening… and the money is gone. Even when the facts are messy, the equity question remains crystal clear: Who walked away with the benefit?
Unjust enrichment in yachting also matters when parties rely on handshake arrangements or so-called gentleman’s agreements. These especially arise around yacht-brokerage commissions and last-minute repair work. It’s not uncommon for a broker to introduce a buyer, only to find the listing broker or seller cuts them out due to no written contract with either party. Similarly, consider the situation where a yacht arrives at a boatyard in urgent need of repair, with no time for estimates or formal work orders before technicians begin tasks. If the yard does what’s needed and the owner accepts the repaired yacht, the yard can pursue compensation. Although clear contractual terms help avoid fights over rates, commissions, and who requested what, a lack of paperwork doesn’t erase benefit.
Even when a contract exists, however, unjust enrichment in yachting can surface through project-scope creep and change-order failures. A change order is an amendment to an existing contract. New-build and refit yards often continue work when they receive owner-driven requests altering speed targets or delivery dates, for instance, without a signed change order. Equally common, yards discover hidden damage requiring bigger-than-expected repairs and execute those fixes without a signed change order. It doesn’t matter whether the amendment is signed, however, when it comes to compensation. Owners may still face arguments that they knowingly accepted additional benefits and need to pay up.
Finally, familiarize yourself with the “unclean hands” doctrine. It’s a tactic under which the defense maintains a plaintiff’s own misconduct contributed to the problem. Typically, it comes out when the defense wants to show convincing evidence that misrepresentation, deceit, or manipulation cause the dispute.
Ultimately, a party’s refusal to pay for an undeniable benefit can and should feel morally wrong. But, unjust enrichment disputes highlight a realty of litigation: collectability. An imperfect, out-of-court settlement can beat a “good” lawsuit dragging on for years and costing a fortune.
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