The opinion of the court was delivered by: Naomi Reice Buchwald, District Judge.
Plaintiff MBL Contracting Corporation ("plaintiff" or "MBL")
brings this quasi-contract action to recover for unpaid
construction work performed under contract with Unitel Video,
Inc. ("Unitel"), on premises owned by Unitel. After Unitel filed
for bankruptcy, plaintiff brought this suit against Unitel's
tenant, King World Productions, Inc. ("defendant" or "King
World"), alleging one cause of action based in quantum meruit and
unjust enrichment, and two more based on its alleged status as an
intended third-party beneficiary of King World's agreement with
Unitel. Currently pending is defendant's motion to dismiss
pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure
or for summary judgment pursuant to Rule 56. Defendant also seeks
sanctions against plaintiff's counsel under Rule 11 of the
Federal Rules. For the reasons stated herein, defendant's motion
for summary judgment is granted. Defendant's motion for sanctions
According to plaintiff's Amended Complaint ("Am. Comp.") and
supporting affidavits, MBL is a "general contractor performing
both public and private work in and around the City of New York."
Affidavit in Opposition of Morton Levitin, dated May 3, 2000
("Levitin Aff.") ¶ 2. In April of 1998, MBL's "longstanding
customer" Unitel asked it "to perform extensive renovation work"
at 515 West 57th Street, New York, New York. Id. ¶¶ 1, 2; Am.
Comp. ¶ 3. One month earlier, Unitel had entered into a
"Production Services Agreement" with King World to allow King
World "to use and occupy the premises as a television studio and
for related office purposes." Am. Comp. ¶¶ 10, 11. The Production
Services Agreement provides "that Unitel was to perform certain
`Initial Alterations' at the premises in accordance with [a]
design proposed by King World's architect." Id. ¶ 12; Production
Services Agreement, appended to Defendant's Notice of Motion
("Def. Mot.") as Ex. D ("PSA"). These "initial alterations" are
the same renovations contracted for by MBL. Levitin Aff. ¶¶ 2-4.
Although the cost of the alterations was to be borne by Unitel,
Am. Comp. ¶ 13, King World paid a premium to Unitel in the form
of higher lease payments for use of the property. Levitin Aff. ¶¶
Unitel submitted plans to MBL for the alterations drawn up by
its own architect on April 6, 1998. Am. Comp. ¶ 4. MBL then
submitted a "lump sum proposal" for the work in the amount of
$787,292.55, and Unitel accepted. Levitin Aff. ¶ 4. When MBL
began construction, its employees found representatives of King
World on site. Id. King World's representatives, the lawful
tenants of the premises, "directed MBL's forces during
construction," Am. Comp. ¶ 5, and "made numerous, almost daily
requests for additions and changes to the work." Levitin Aff. ¶
5. However, the understanding during this entire period was that
"Unitel would pay for the work." Id. ¶ 6.
Throughout 1998, MBL submitted invoices to Unitel for payment.
Levitin Aff. Ex. 2. Apparently, many of these invoices were never
paid. MBL then filed a series of liens against the property in
August of 1999, naming Unitel as "the person by whom the lienor
was employed, and to whom the lienor furnished materials and for
whom the lienor performed professional services." Def. Mot. Ex.
F. However, Unitel filed for bankruptcy September 2, 1999, and
MBL subsequently filed a claim against Unitel in that forum. Def.
Mot. Ex. F. Plaintiff filed this suit against King World on
November 5, 1999. MBL has never provided any proof that it ever
sought payment from King World before that date.
On January 20, 2000, King World's counsel sent a letter to this
Court requesting permission to dismiss plaintiff's complaint and
setting forth the authority for such a motion. I held an initial
pretrial conference on February 1, 2000 and granted plaintiff
permission to file an amended complaint before allowing King
World to proceed with its motion. Plaintiff filed its amended
complaint March 7, 2000, restating its initial quasi-contract
claim and adding claims based on its alleged third-party
beneficiary status. Defendant brought the instant motion April
I. Motion to Dismiss and Summary Judgment Standards
Defendant has both moved to dismiss and for summary judgment.
However, we address only the motion for summary judgment inasmuch
as plaintiff has filed only a bare bones amended complaint,
forcing us to rely on plaintiff's supporting affidavits to
complete its version of the facts.
A court may grant summary judgment only where there is no
genuine issue of material fact and the moving party is therefore
entitled to judgment as a matter of law. See Fed.R.Civ.p. 56(c);
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574,
585-87 (1986). Accordingly, the Court's task is not to "weigh the
evidence and determine the truth of the matter but to determine
whether there is a genuine issue for trial." Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 249 (1986). To create an issue for
trial, there must be sufficient evidence in the record to support
a jury verdict in the nonmoving party's favor. See id. Relying
solely on plaintiff's factual proffer and the documents integral
to that proffer, though, we find that summary judgment is
II. Quantum Meruit and Unjust Enrichment
Plaintiff maintains that even though it clearly contracted with
Unitel to perform construction services at 515 West 57th Street,
that it is entitled to recover the costs of that construction
from King World under a theory of quantum meruit and unjust
enrichment. Plaintiff's Memorandum in Opposition ("Pl. Mem.") at
3-6. Plaintiff cites U.S. East Telecommunications, Inc. v. US
West Communications Services, Inc., 38 F.3d 1289 (2d Cir. 1994)
for the proposition that there are certain circumstances under
which a subcontractor "could obtain payment directly from" a
property owner after the general contractor, "with which it had
privity, filed for bankruptcy."*fn1 Pl. Mem. at 3. Plaintiff
argues by extension that King World, like the owner in U.S. East,
is bound to the contract between itself and Unitel because King
World had been on site and allegedly requested that certain work
However, as the Second Circuit explained in EFCO Corp. v. U.W.
Marx, Inc., 124 F.3d 394, 401 (2d Cir. 1997), the holding of U.S.
East is a "narrow exception" to the general rule that "a
landowner is not liable to a subcontractor for work performed on
the owner's property in furtherance of the subcontract." See also
U.S. East, 38 F.3d at 1297 ("A person who has conferred a benefit
on another as the performance of a contract with a third person
is not entitled to restitution from the other ...