The opinion of the court was delivered by: Cedarbaum, District Judge.
Plaintiff Kenneth D. Laub ("Laub"), through his business Kenneth D.
Laub & Co., Inc., sues the Board of the State Teachers Retirement System
of Ohio and State Teachers Retirement System of Ohio (collectively
"STRS") for breach of contract. Laub alleges that defendants denied him a
commission for a real estate transaction in violation of the terms of his
agency agreement. Defendants move for summary judgment. For the reasons
discussed below, the motion is granted.
The following facts are undisputed unless otherwise noted.
In mid-1993, Laub began negotiations with the City of New York (the
"City") for a renewal of the City's lease for space in the Premises
occupied by the City's Department of Transportation. The City's original
lease was to expire on July 31, 1995.
In December 1994, Laub was informed that ownership of the premises had
been transferred to OTR, an Ohio general partnership. Laub was authorized
to continue all discussions on behalf of OTR with respect to pending
transactions. Laub negotiated many of the terms for a renewal lease and
claims that a "meeting of the minds" was reached in January 1995 on the
essential terms of a lease renewal.
On March 8, 1995, Laub and OTR signed an extension of Laub's agency
contract (the "Agency Agreement"). The Agency Agreement provided that it
would terminate on June 30, 1995, unless terminated earlier by either
party on thirty days' notice. The provisions of the Agency Agreement at
the center of the present dispute are as follows:
No commission shall be earned, due or payable to
[Laub] under this Agreement for any lease not so
entered into within [180 days], whether or not
negotiations are pending on the date this Agreement
expires or is terminated. Landlord shall not delay
negotiations in order to avoid commission payment to
(Laub Aff. Ex. 1 at S 0252.)
On April 20, 1995, OTR gave Laub notice that it was terminating the
Agency Agreement. Accordingly, the agreement terminated thirty days later
on May 20, 1995, and November 16, 1995 became the end of the 180-day
grace period within which Laub was entitled to be paid a commission.
On July 31, 1995, the City's original lease expired. No lease extension
was executed until December 13, 1996, more than a year after the 180-day
grace period had expired.
Laub complains that he was entitled to a commission for the work he
performed in connection with the lease extension. He acknowledges that the
lease extension was not executed until well after the expiration of the
time in which he was entitled to a commission. However, he contends that
defendants intentionally delayed negotiations with the City in order to
avoid paying him a commission and thus breached the Agency Agreement. Had
defendants more vigorously attempted to obtain a lease extension with the
City, Laub argues, an extension would ...