United States Court of Appeals

for the Fifth Circuit ____________

No. 22-10458

____________

Gregory A. Blanchard, 

Plaintiff—Appellant,

versus

Denise Via; Direct Health Care, Incorporated, 

Defendants—Appellees.

______________________________

Appeal from the United States District Court 

for the Northern District of Texas

USDC No. 5:20-CV-170

______________________________

Before Wiener, Stewart, and Engelhardt, Circuit Judges.

Per Curiam:*

Plaintiff-Appellant Gregory Blanchard expressed interest in buying

Defendant-Appellee Denise Via’s business entity, Direct Health Care, Inc. 

(“DHC”). To that end, Blanchard provided services to DHC to ensure its

health before the purchase. This relationship spanned several years, both 

prior to and after the execution of a Purchase Agreement on February 7, 2019. 

But the sale never happened. 

_____________________

* This opinion is not designated for publication. See 5th Cir. R. 47.5.

United States Court of Appeals

Fifth Circuit

FILED

May 9, 2023

Lyle W. Cayce

Clerk

Case: 22-10458 Document: 00516743577 Page: 1 Date Filed: 05/09/2023
No. 22-10458

2

The parties now dispute whether Blanchard is owed compensation for 

his services to DHC during those years. A jury found that DHC owed 

Blanchard $35,000 pursuant to quantum meruit, but the district court 

granted DHC’srenewed motion for judgment as a matter of law and set aside 

that verdict. We affirm.

I. FACTS AND PROCEEDINGS

Via owns and operates DHC, a home health and hospice provider. Via

first met Blanchard in 2015 and stayed in close contact for the next five years

regarding the potential sale of DHC. Blanchard continuously expressed

interest in purchasing DHC. To ensure the business’s continued health, 

Blanchard assisted in DHC’s operations: He paid the deposit for DHC’s new 

office lease, guaranteed and made monthly payments on DHC’s promissory 

notes, reviewed DHC’s financial statements, and provided related advice.

Blanchard and Via entered into a Purchase Agreement regarding 

DHC on February 7, 2019, which acknowledged: 

That implemented business practices that have been adopted have 

value. That value shall be $100,000/yr beginning in 2017 for the 

purpose of compensation in the event of any termination, breakup, 

liquidation, dispositionany [sic] event which constitutes a material 

change of any kind.

Blanchard continued to provide his services, largely unchanged, after the 

Purchase Agreement was executed. That included his review of DHC’s 

financials and making monthly payments on the promissory note.

1

_____________________

1 Blanchard was eventually compensated for the payments he made from his own 

pocket, whether it be for the lease or note payments.

Case: 22-10458 Document: 00516743577 Page: 2 Date Filed: 05/09/2023
No. 22-10458

3

In 2020, the parties’ relationship started to deteriorate. Blanchard and 

Via disagreed on patient care decisions, and the Purchase Agreement was 

terminated. 

The instant action ensued and eventually went to trial. Blanchard’s 

claims included promissory estoppel, negligent misrepresentation, quantum 

meruit, common law fraud, and unjust enrichment. He also sought punitive 

damages for fraud. The jury found for Defendants-Appellees on all claims 

except quantum meruit against DHC, for which it awarded Blanchard 

$35,000. DHC renewed its motion for judgment as a matter of law on 

quantum meruit. The district court agreed with DHC’s position and set aside 

the jury’s verdict. Blanchard appeals that decision.

II. Standard of Review

This court reviews de novo a district court’s ruling on a motion for 

judgment as a matter of law. CBE Group, Inc. v. Lexington Law Firm, 993 F.3d 

346, 349 (5th Cir. 2021). Such motions are granted “only if, when viewing 

the evidence in the light most favorable to the verdict, the evidence points so 

strongly and overwhelmingly in favor of one party that the court believes that 

reasonable jurors could not arrive at any contrary conclusion.” Id. We also 

give credence to “evidence supporting the moving party that is 

uncontradicted and unimpeached, at least to the extent that evidence comes 

from disinterested witnesses.” Reeves v. Sanderson Plumbing Prods., Inc., 530 

U.S. 133, 151 (2000).

III. Analysis

This appeal presents only issues related to quantum meruit, an 

equitable remedy “based upon the promise implied by law to pay for 

beneficial services rendered and knowingly accepted” in the absence of an 

express agreement. Vortt Expl. Co., Inc. v. Chevron USA, Inc., 787 S.W.2d 

942, 944 (Tex. 1990) (“Vortt”). Here, the district court concluded the 

Case: 22-10458 Document: 00516743577 Page: 3 Date Filed: 05/09/2023
No. 22-10458

4

Purchase Agreement was not an enforceable contract because Blanchard did 

not provide independent consideration in exchange for the option period 

within the Purchase Agreement. In Texas, a claim for quantum meruit 

requires that: “1) valuable services were rendered or materials furnished; 2) 

for the person sought to be charged; 3) which services and materials were 

accepted by the person sought to be charged, used and enjoyed by him; 4) 

under such circumstances as reasonably notified the person sought to be 

charged that the plaintiff in performing such services was expecting to be paid 

by the person sought to be charged.” Id.

The instant parties dispute the fourth element—whether DHC had 

“reasonable notice” that Blanchard expected payment for hisservices. Texas 

law on quantum meruit is well-established.2 Texas courts have denied 

recovery under quantum meruit when the plaintiff rendered services to gain 

a business advantage or opportunity. See Anubis Pictures, LLC v. Selig, No. 

05-19-00817-CV, 2021 WL 805214, at *12 (Tex. App.—Dallas Mar. 3, 2021, 

no pet.) (“Finally, it is elementary in the law governing quantum meruit that 

no recovery can be had for preliminary services that are performed with a 

view to obtaining business through a hoped-for contract.”); Peko Oil USA v. 

Evans, 800 S.W.2d 572, 576-77 (Tex. App.—Dallas 1990) (“We conclude 

that an expectation of a future business advantage or opportunity cannot form 

the basis of a quantum meruit claim.”). This is a widely adopted aspect of 

quantum meruit across jurisdictions. See Anderson v. Iceland Seafood Corp., 

No. 94-60862, 1996 WL 46554, at *2 & n.11 (5th Cir. 1996) (“[A] claimant is 

_____________________

2 After considering the relevant factors, we conclude that Blanchard’s requested 

certification to the Texas Supreme Court is unnecessary. See Troice v. Greenberg Traurig, 

LLP, 921 F.3d 501, 504 (5th Cir. 2019) (citing Florida ex rel. Shevin v. Exxon Corp., 526 F.2d 

266, 275 (5th Cir. 1976)). Although that state’s highest court has not directly examined this 

principle, ample sources of state caselaw on this issue exist, and the parties have not 

presented cases inapposite. Furthermore, the stakes at issue here do not warrant the 

additional expenditure of that court’s resources to resolve. 

Case: 22-10458 Document: 00516743577 Page: 4 Date Filed: 05/09/2023
No. 22-10458

5

not entitled to recover in quantum meruit when services have been rendered 

with the expectation that a future business opportunity or contract—rather 

than direct compensation—will be forthcoming.”) (collecting cases).

The instant record is replete with evidence that Blanchard wished to

gain a business advantage or opportunity. He provided services to improve 

DHC’s financial health prior to his purchase of it. At no point were these 

services rendered for cash payment, and Via testified that Blanchard did not 

ask for compensation in return for his pre-execution services. Blanchard 

himself stated that he provided his services with the expectation that he 

would ultimately buy DHC. He admitted on cross examination that, at the 

times he provided services to DHC in 2017 and 2018—before the execution 

of the Purchase Agreement—he did so without an expectation of payment.

After the Purchase Agreement was executed, his services were identical to 

those he provided prior to its execution.

The district court thoroughly examined Texas caselaw—as it is well 

equipped to do—in coming to its decision on quantum meruit. That court’s 

treatment of Texas caselaw regarding reasonable notice hardly qualifies as a 

disregard of Vortt, which the district court distinguished from the instant 

case. See Vortt, 787 S.W.2d at 944. In Vortt, the parties engaged in 

negotiations regarding a joint operating agreement but did not reach an 

agreement. Id. The Texas Supreme Court’s relatively brief majority opinion 

does not treat the aforementioned principle of business advantage, but 

instead considers only “whether the trial court’s findings of fact were 

sufficient to allow [Vortt] to recover under quantum meruit for seismic 

information provided by Vortt to [Chevron].” Id. at 943. Vortt provided that

information to encourage Chevron’s participation in the deal to develop the 

land jointly. Here, we observe that Blanchard did not provide his services to 

encourage Via’s participation in the sale. He did so instead for his own benefit 

in receiving both a more favorable rate and the benefits of a healthier DHC.

Case: 22-10458 Document: 00516743577 Page: 5 Date Filed: 05/09/2023
No. 22-10458

6

The issue was framed well by the district court: “whether a plaintiff 

can recover in quantum meruit where he negotiates for the sale of a business 

. . . but does not, at the outset, provide reasonable notice to the defendant 

that he expects compensation for any services subsequently provided.” The 

parties here are businesspeople who engaged in a lengthy courtship regarding

the sale of a company. Under such circumstances, one party cannot suddenly 

spring obligations for payment on the other. Although the question should 

have been taken away from the jury earlier, the mechanism for a renewed 

motion for judgment as a matter of law exists for a reason. FED. R. CIV. P.

50(b).

IV. Conclusion

The district court’s judgment is AFFIRMED. 

Case: 22-10458 Document: 00516743577 Page: 6 Date Filed: 05/09/2023