A Delaware court recently ruled in a case involving technology consulting firm Perficient, Inc. and SHI International Corp., a technology provider. The court's decision allows Perficient's breach of contract claim against SHI to move forward while dismissing a claim of unjust enrichment. This ruling is significant for both companies and may have implications for similar contract disputes in the future.
The case, titled Perficient, Inc. v. SHI International Corp., was filed on September 16, 2026, under docket number N25C-12-584 CEB. The dispute centers around an agreement between the two companies regarding the provision of services and products. Perficient claims that it provided $347,576 worth of services and products to a customer of SHI but has not received payment for its work.
Perficient entered into a contract with SHI that allowed SHI to market and resell Perficient's products. According to the agreement, Perficient was to invoice SHI for the orders as the fulfillment agent. The contract included specific terms regarding payment and dispute resolution. Perficient alleges that it completed the work and submitted an invoice to SHI, but the invoice remains unpaid.
In response, SHI filed a motion to dismiss the case, arguing that Perficient did not follow the required dispute resolution procedures outlined in their contract. SHI claimed that the lawsuit was not ripe for consideration because Perficient had not completed the necessary steps to resolve the dispute before going to court. Additionally, SHI contended that Perficient had not adequately stated a claim for breach of contract or unjust enrichment.
The court examined the arguments made by both parties. It noted that Perficient had contacted SHI regarding the outstanding balance within the required timeframe and that the next step in the dispute resolution process was for the parties to negotiate a settlement. The court found that it was unclear how Perficient could satisfy this requirement given SHI's lack of response. The court ruled that Perficient had sufficiently alleged it met the conditions required to file the lawsuit, denying SHI's motion to dismiss on these grounds.
Regarding the breach of contract claim, the court stated that Perficient had provided evidence of the services rendered and the invoice submitted to SHI. The court emphasized that it must accept the allegations in the complaint as true and noted that Perficient had adequately stated a claim for breach of contract. The court found it reasonable to believe that Perficient could be entitled to relief based on the facts presented. Therefore, the motion to dismiss this claim was also denied.
However, the court did grant SHI's motion to dismiss the unjust enrichment claim. The court explained that since the parties had an existing contract that governed their relationship, a claim for unjust enrichment could not proceed. The court stated, "Before considering a claim for unjust enrichment, courts will engage in the threshold inquiry of determining whether a contract already governs the parties’ relationship." Since Perficient had not challenged the enforceability of the contract, the unjust enrichment claim was dismissed.
This ruling has important implications for both Perficient and SHI. For Perficient, the court's decision allows its breach of contract claim to proceed, potentially leading to a resolution and payment for the services rendered. For SHI, the dismissal of the unjust enrichment claim means that it will only need to address the breach of contract claim in court.
The ruling also sets a precedent for future cases involving similar contractual disputes. It highlights the importance of adhering to dispute resolution processes outlined in contracts and clarifies the limitations of pursuing unjust enrichment claims when a valid contract exists.
Looking ahead, the case may still be appealed, particularly if either party is dissatisfied with the outcome of the trial. Additionally, there may be other related cases pending in the future as businesses continue to navigate complex contractual relationships.