App. 34, 587 S.E.2d 470. Here, MedAmerica does not assert that there was an indemnity clause in their contract with the State, instead seeking indemnity based on implication. A right of indemnity implied-in-fact stems from the existence of a binding contract between two parties that necessarily implies the right. The implication is derived from the relationship between the parties, circumstances of the parties’ conduct, and that the creation of the indemnitor/indemnitee relationship is derivative of the contracting parties’ intended agreement. Id. at 38, 587 S.E.2d at 474. In order to establish such a right to indemnity, this Court has required a plaintiff to show special circumstances from which such an agreement might be implied. See, e.g., McDonald, 91 N.C. App. 13, 370 S.E.2d 680 (<HOLDING>). Indemnity implied-in-law is a quasi contract,
holding that plaintiff stated a claim for breach of contract when it alleged the government failed to purchase insurance for plaintiff as agreed by contract recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that jurys verdict for the defendant in a breach of contract action did not establish the absence of breach because the jury was instructed that it could find for the defendant if it concluded that the defendant had not breached the contract or if the defendant proved an affirmative defense holding that the plaintiff had not stated a claim for inducement to breach a contract where she had not alleged facts sufficient to show the existence of an enforceable underlying contract holding that a defendant had submitted sufficient evidence to establish the existence of an impliedinfact contract for indemnity with respect to attorneys fees where another defendant had orally agreed to provide him with an attorney in the event he was sued by plaintiff for breach of contract