N this article, I propose to examine one aspect of quasi-contractual liability-a topic that is complicated and uncertain in most legal systems, not only in the area of governmental liability but also in the area of private law. For the purposes of a comparative study, I have chosen the legal systems in the United States, England, and France. There appear to be no established rules of quasi-contract applicable only to governmental liability in any of these countries, and the best that can be done is to attempt some examination of the rules in private law and ascertain how far they are applicable to governmental liability. There is the advantage of a few decided cases, but these are of little help because, based as they are upon the insecure principles of private law, they are necessarily insecure and uncertain. However, while an examination of the principles of private law will be necessary to our topic, they will be examined no further than is sufficient to understand the special problems of governmental liability.