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Snyder v. Bronfman

November 23, 2009


The opinion of the court was delivered by: Smith, J.

This opinion is uncorrected and subject to revision before publication in the New York Reports.

We hold that quantum meruit and unjust enrichment claims brought to recover the value of plaintiff's services in helping to achieve a corporate acquisition are barred by the statute of frauds contained in General Obligations Law § 5-701 (a) (10).


Because this case arises on a motion to dismiss the first amended complaint (complaint) under CPLR 3211, we take the facts alleged by plaintiff to be true. Where the allegations are ambiguous, we resolve the ambiguities in plaintiff's favor.

Plaintiff and defendant, who had been casual acquaintances, ran into each other while vacationing in the Caribbean in the winter of 2001-2002. Their meeting led to an oral agreement, characterized by plaintiff as a joint venture, to acquire and operate companies in the media business. Though defendant was a member of a wealthy family, the acquisitions would be made principally with funds from non-family sources.

It was agreed that plaintiff would function as defendant's "'experienced right hand', 'sounding board', 'loyal ally', 'principal advisor', and most importantly, his 'consigliere.'" The parties agreed that each of them would pay his own expenses and draw no salary, except that defendant, who had already leased new office space, would bear most of the office costs. Defendant assured plaintiff that he would be able to "share in the proceeds on any consummated transaction" without putting up his own funds. He also guaranteed that "on any consummated deal, [plaintiff] would receive a share of the value created that would be 'fair and equitable.'" It is not alleged that this agreement was reduced to writing, or that any note or memorandum of it exists.

Beginning in January 2002, plaintiff worked on trying to put together acquisitions for the joint venture. Plaintiff "developed for the Joint Venture a series of business relationships with key figures in the corporate and investment banking communities." He also met with defendant and defendant's other business associates to discuss possible acquisitions. And he worked on several aborted deals: proposed acquisitions of an interest in the Columbia House Company, of Prestige Brands, and of Vivendi Universal's media assets.

Finally, a deal came to fruition: defendant and a group of other investors agreed to acquire Warner Music from Time Warner for approximately $2.6 billion in cash. Plaintiff was a major contributor to this success: he identified the opportunity, persuaded defendant of its merits, helped to get debt financing and obtained financial information from the target company. After the deal was announced, plaintiff pursued an effort to merge Warner Music with one of its competitors, EMI. The proposed EMI merger collapsed, but the deal to acquire Warner Music closed in March 2004.

Defendant invited plaintiff to make an investment in the acquired company, and plaintiff put $1.3 million into the deal. The following month, however, defendant told plaintiff "[T]here's no room here for you at Warner's" and refused plaintiff's demand for "a lot of money" for plaintiff's contribution to the transaction. This lawsuit followed.

Plaintiff's complaint asserted causes of action for breach of a joint venture agreement, breach of fiduciary duty, an accounting of joint venture assets, unjust enrichment, promissory estoppel and quantum meruit. On defendant's CPLR 3211 motion, Supreme Court dismissed all but the unjust enrichment and quantum meruit claims, finding that the alleged agreement was "too inherently vague to support a joint venture claim" and that the promissory estoppel claim was deficient for the same reason. However, Supreme Court held the statute of frauds inapplicable, and concluded that plaintiff "adequately states a cause of action sounding both in quantum meruit and unjust enrichment," and thus could recover "reasonable value for any services actually rendered." Defendant appealed to the Appellate Division; plaintiff did not cross-appeal.

The Appellate Division reversed and dismissed the surviving causes of action (Snyder v Bronfman, 57 AD3d 393 [1st Dept 2008]). It held that plaintiff's unjust enrichment and quantum meruit claims "fall squarely within the statute's broad and unambiguous prohibition as they seek compensation for plaintiff's role in the acquisition of Warner Music Group" (id. at 394). We granted leave to appeal, and now affirm.


General Obligations Law § 5-701 (a) (10), says, in relevant part:

"Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith, or by his lawful agent, ...

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