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June 1, 2000


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 is denied.


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. ¶¶ 9, 12.

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 10, 2000.


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 appropriate.

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 be performed.

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 ...

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