You finished the job or shipped the goods, but the invoice is still unpaid. The other side says there was never a deal. In Florida, an unjust enrichment claim may be available when your business gave value and no enforceable contract covers the same subject.
This page explains how the claim works, where it tends to fail, and which records matter most. It is general information, and the outcome depends on the facts of each dispute.
Can a Florida Business Recover Payment When No Written Contract Exists?
A Florida business may be able to recover payment without a written contract if it can prove unjust enrichment. The claim asks a court to stop one party from keeping a benefit without paying for it.
Picture a supplier that delivered materials to a customer’s job site. No purchase agreement was signed, and the customer used every load. Keeping those materials without paying would be unfair, and that unfairness is the heart of the claim. Many owners wait for a signed contract that never arrives, and that wait can cost time.
Unjust enrichment is an equitable claim. A judge looks at fairness and the actual facts, not only the label on a document. That is why records carry so much weight. Two disputes with similar stories can end differently based on what each side can prove.
If your business finished work or delivered goods, has unpaid invoices, and no signed agreement, our team can review your records with you at (305) 570-2208. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What Must a Business Prove for Unjust Enrichment in Florida?
Many business disputes turn on the documents and facts each side can present. The business conferred a benefit on the other party. That party knew of the benefit and accepted and kept it, in circumstances that make keeping it without payment unfair. Pincus v. American Traffic Solutions states the elements this way.
Documents, records and testimony are how the facts of a dispute are usually presented. For the benefit, show what you delivered and when. For knowledge, show the other party saw the work or used the goods. For acceptance, show they kept the work, sold it, or put it to use.
Feeling that you are owed money is different from being able to show it with records. A subcontractor who says the owner knew about the job needs daily logs, emails, or signed sign-off sheets to back it up.
Why Does an Existing Contract Usually Block an Unjust Enrichment Claim?
When a valid contract covers the same subject, unjust enrichment usually cannot override its terms. Williams v. Johnson applies the rule that claims arising from that contractual relationship will not support unjust enrichment. The first question is whether a contract exists and what it covers.
This creates the most common fight. The other side says a deal existed and sets its terms. You say there was only an informal arrangement, or that the terms were different. Look closely at the emails and texts about price and scope, since they often show what was agreed. Because the contract question can be disputed, a business may raise more than one theory.
If a signed deal covers only part of the work, extra work outside that deal may need a separate look. Our team handles contract disputes and commercial litigation in Florida courts and arbitration, and we can review which theories fit your records.
What Evidence Should a Business Gather Before Pursuing Payment?
Start with records that show what you delivered, when, and that the other party accepted it. Good records do most of the work in these disputes.
- Invoices, purchase orders, delivery tickets, and timesheets.
- Photos of completed work, plus inspection or sign-off records.
- Emails, texts, project update logs, and meeting notes showing the other side knew about the work.
- Every payment, partial payment, or promise to pay, with dates and amounts.
- Proof of reasonable value, such as your standard rates, market quotes, or cost records.
Export email threads with their dates and senders rather than relying on screenshots alone.
For goods, acceptance matters. Under Fla. Stat. § 672.606, a buyer accepts goods when, after a reasonable chance to inspect, it says they conform or that it will keep them despite a problem, when it fails to make an effective rejection after that chance to inspect, or when it does something inconsistent with the seller’s ownership, such as using the goods. If that act is wrongful as against the seller, it counts as acceptance only if the seller ratifies it. Keep receiving slips and messages showing the buyer used the materials.
Keep originals. Preserve electronic messages, and never edit or re-date a record after a dispute starts. Altered records hurt credibility more than a missing invoice.
How Do Florida Time Limits Affect an Unpaid Business Claim?
Florida time limits generally start when the last element of the claim occurs. Fla. Stat. § 95.031 says a cause of action accrues at that point, so your timeline of the last work and the last due date matters. Write those dates down now, while records are fresh.
Construction projects add another layer. Fla. Stat. § 95.11 sets four years for actions founded on the design, planning, or construction of an improvement to real property. Fla. Stat. § 95.11 reads: “(3) WITHIN FOUR YEARS.— … (b) An action founded on the design, planning, or construction of an improvement to real property, with the time running from the date the authority having jurisdiction issues a temporary certificate of occupancy, a certificate of occupancy, or a certificate of completion, or the date of abandonment of construction if not completed, whichever date is earliest; except that, when the action involves a latent defect, the time runs from the time the defect is discovered or should have been discovered with the exercise of due diligence.” That period runs from the earliest certificate or abandonment date. Latent defects follow a discovery rule, and a seven-year outer limit still applies. Whether it reaches a particular payment claim turns on how the claim is framed.
Some events pause the clock. Fla. Stat. § 95.051 lists tolling events, including a partial payment on a written instrument and a pending arbitration over the same dispute.
What Defenses Should a Business Expect From the Other Side?
Common arguments include that a contract existed, the work was a gift, or the business was already paid. Each argument turns on records, so review them early.
Offset claims are common. The other side may say defective work lowered the value it received. Expect to answer with inspection reports, correspondence, and the cost of fixing problems.
Voluntary-payment arguments say the business knew it would not be paid and proceeded anyway. Your written messages about price, terms, and scope often answer that.
For goods of $500 or more, Fla. Stat. § 672.201 generally requires a signed record. Even when a sale-of-goods contract lacks the signed record that subsection (1) calls for, Fla. Stat. § 672.201(3)(c) provides that a contract otherwise valid can still be enforced with respect to goods for which payment has been made and accepted, or which have been received and accepted. Between merchants, a written confirmation can satisfy the signed-record rule if it is received within a reasonable time and the receiver has reason to know its contents, unless the receiver objects in writing within 10 days.
On fees, Florida generally follows the American Rule. Price v. Tyler says each party generally bears its own attorneys’ fees unless a contract or statute provides otherwise. Under § 57.105, if a court finds that the losing party or the losing party’s attorney knew or should have known that a claim or defense was not supported by the material facts necessary to establish it, or would not be supported by then-existing law applied to those facts, the court shall award a reasonable attorney’s fee to the prevailing party, paid in equal amounts by the losing party and the losing party’s attorney. Monetary sanctions may not be awarded in the circumstances listed in subsection (3), and a motion for sanctions must be served but may not be filed with or presented to the court unless, within 21 days after service, the challenged paper, claim, defense, contention, allegation, or denial is not withdrawn or appropriately corrected. That is why a careful records review comes before any demand letter or filing.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What Should a Business Do Next With Unpaid Work and No Signed Agreement?
Start by organizing records, writing a dated timeline, and pausing unrecorded work until terms are clear. Avoid sending threatening messages before someone reviews the facts.
Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation in Florida courts and arbitration. The lawyer responsible for this page is Eduardo A. Maura of Ayala Law PA, whose office is at 1646 W Snow Ave, Tampa, Florida.
Our office is at 1646 W Snow Ave in Tampa, and we represent businesses in Tampa and Hillsborough County. We serve businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and across the Tampa Bay area.
If your business finished work or delivered goods, has unpaid invoices, and no signed agreement, call (305) 570-2208 or send your questions through our contact page. Bring your timeline, invoices, and messages so the review starts with facts.
Can I sue for payment if I did the work but never signed a contract?
Possibly. An unjust enrichment claim may be available when no enforceable contract covers the same subject.
Is unjust enrichment the same as breach of contract?
No. Breach of contract turns on an agreement’s terms, while unjust enrichment asks whether keeping a benefit without paying is unfair.
Do I need a signed contract to recover for goods?
For a sale of $500 or more, Florida generally requires a signed record, with exceptions such as goods paid for and accepted.
