The Virginia Business Litigation Blog
When parties invest time, money, and effort into a contract they believe to be enforceable, only to later discover it fails for indefiniteness or some other fatal defect, the legal and financial consequences can be severe. But under Virginia law, an aggrieved party may not be entirely without recourse. In certain cases, unjust enrichment can operate as a fallback remedy when the purported contract is deemed unenforceable.
In Ressa Construction, Inc. v. Dillaman (Va. Ct. App. Sept. 30, 2025), the Virginia Court of Appeals affirmed a circuit court ruling that a construction agreement was an unenforceable “agreement to agree” despite the fact that an installment payment had been made and building plans had been submitted to the county. When a dispute arose between the homeowners and the construction company hired for a remodeling project, the plaintiffs were allowed to back out and recover their deposit on a theory of unjust enrichment. The court held the construction contract was unenforceable as no meeting of the minds was ever reached regarding the scope of the project. The failure of the contract meant that the law of unjust enrichment came into play.