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BRONNER v. PARK PLACE ENTERTAINMENT CORP.

March 28, 2001

PETER BRONNER, PLAINTIFF,
V.
PARK PLACE ENTERTAINMENT CORPORATION, DEFENDANT.



The opinion of the court was delivered by: McMAHON, District Judge.

MEMORANDUM DECISION AND ORDER GRANTING DEFENDANT'S MOTION TO DISMISS

For the reasons stated below, defendant's motion to dismiss is granted.

FACTUAL BACKGROUND

All factual allegations are taken from the Complaint, and all well-pleaded facts are presumed to be true.

Beginning in the early 1990s, Bronner engaged in numerous transactions with the St. Regis Mohawk Indian Nation ("the Mohawks"), and acquired familiarity with the objectives of their Tribal Council and the business culture of the Mohawks.

In November 1999, Bronner received information that the Mohawks were close to finalizing agreements that would allow them to operate casinos at a site at Monticello, New York, in Sullivan County. He telephoned Arthur Goldberg, the President and CEO of Park Place, to discuss the prospect of Park Place and the Mohawks working together to develop casino resorts in Sullivan County.

Bronner and Goldberg discussed a commission for Bronner for his assistance in introducing Park Place to the Mohawks and for facilitating negotiations between them. Bronner alleges that Goldberg orally agreed to pay him 2% of the gross revenues derived from deals consummated between Park Place and the Mohawks resulting from Bronner's introduction ("the Commission Agreement").

Bronner then arranged for a telephone conference between Goldberg and a member of the Mohawk Tribal Council on or about November 22, 1999. They discussed possible casino resort development initiatives in the Mohawk nation itself, in Monticello, and at the Kutsher's Country Club.

Subsequent to the November 22 conversation, Bronner arranged a face-to-face meeting between Park Place and the Mohawks at Massena, New York, on November 24, 1999. Goldberg invited Bronner to travel with him to Massena on his private jet. The Complaint alleges that during the flight, the two discussed how the 2% commission would be paid to Bronner through Noramvest, an entity established by Sylvia Poorth, one of Bronner's associates. Goldberg proposed this arrangement because Park Place had determined, as a result of a "compliance review," that Bronner was an unsuitable partner. They also agreed that the term of the Commission Agreement would be seven years — to coincide with the Mohawk's understanding that the relationship with Park Place would last for an initial period of seven years. Bronner and Park Place never executed a written Commission Agreement.

The face-to-face meeting on November 24 spawned ongoing negotiations between Park Place and the Mohawks, which culminated in the conclusion of an agreement on or about April 14, 2000 ("the April 14 Agreement"). The April 14 Agreement provided that Park Place would assist the Mohawks in developing the casino sites in return for the right to manage the casino resorts ultimately developed.

Subsequent to the November 24 meeting, Bronner and Poorth attempted to meet with Park Place's General Counsel, Clive Cummis, to reduce the Commission Agreement to a written legal instrument. On or about November 29, 1999, Bronner sent a letter to Cummis outlining the specific terms of the Commission Agreement. Cummis did not respond to that letter or other efforts to reach him.

In January 2000, Poorth was advised in writing that she had not passed Park Place's "compliance review" and that Park Place would not enter into any Commission Agreement with her.

Poorth requested information from Park Place regarding the compliance review and its finding that she was "unsuitable," but Park Place did not provide her any information. Subsequently, Cummis called Poorth ...


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