The opinion of the court was delivered by: McMAHON, District Judge.
MEMORANDUM DECISION AND ORDER GRANTING DEFENDANT'S MOTION TO
For the reasons stated below, defendant's motion to dismiss is
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
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
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
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.
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 ...