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T. Patrick Freydl v. John C. Meringolo et al

March 29, 2013


The opinion of the court was delivered by: J. Paul Oetken, District Judge:


Pro se Plaintiff Patrick T. Freydl brings this action for breach of contract and quasi-contract, pursuant to New York State law, against Defendants John C. Meringolo and Meringolo & Associates, P.C. Defendant Meringolo & Associates, P.C. asserts a counterclaim against Plaintiff for unjust enrichment. Defendants have moved for summary judgment, and Plaintiff has moved for judgment on the pleadings with respect to the counterclaims. For the reasons that follow, both motions are denied, with certain exceptions.


A.Factual Background*fn1

This case concerns the disintegration of a professional and personal relationship. John C. Meringolo ("Meringolo") is an attorney in New York State, and his law firm, Meringolo & Associates, P.C. ("M&A") is a duly authorized professional corporation organized under the laws of the State of New York and engaged in the practice of law. Patrick T. Freydl ("Freydl") is a disbarred California attorney, suspended Michigan attorney, and the sole owner of the California corporation Freydl & Associates ("F&A").*fn2

Freydl and Meringolo first met in 2004. In 2005, Freydl began to assist Meringolo in Meringolo's legal work; their association was "something in between" a professional relationship and a friendship. In his Amended Complaint, Freydl states that he offered some services "voluntarily and gratuitously," while he received compensation for others.*fn3 Though Freydl was undisputedly compensated by M&A to some extent, the method by which this compensation was determined is hotly contested by the parties. Whereas Defendants assert that Freydl's compensation was determined "solely" by Meringolo as CEO of M&A, Freydl asserts that he and Meringolo regularly communicated concerning the appropriate compensation for Freydl associated with a given matter.*fn4

The record reflects that for some time Freydl served as a friend and mentor-like figure for Meringolo, aiding Meringolo by preparing documents for various actions. Their professional relationship appears to have been closely tied to their personal friendship.*fn5 The two worked together over the course of several years, though at no point did Freydl and Meringolo have a written agreement as to the terms of Freydl's compensation or the status of their professional relationship. Likewise, M&A and Freydl never entered into a written contract governing Freydl's work for the corporation.

On or about March 30, 2009, the relationship between Freydl and Meringolo broke down. Freydl asserts that around that time, he repeatedly attempted to get in touch with Meringolo concerning the status of several cases, offering his services, but was rebuffed by Meringolo. (Pl.'s Opp. at 13.) On April 19, 2009, Freydl sent an email to Meringolo in which he questioned the lack of communication between the two in the preceding weeks.*fn6 Meringolo responded that the two "[were] always friends," but that he had various projects to handle with pending matters, and he would email Freydl when M&A had finished with certain submissions. (Id. at 14; id., Ex. 18.) Freydl replied to this email by requesting a copy of the reply in one of the matters at issue, which Meringolo never sent to him. (Id. at 14.)

On May 4, 2009, Freydl sent an email to Meringolo asserting that he was owed $4,500.00 for work done on the so-called "Lucente Matter." (Meringolo Memorandum in Support of Motion for Summary Judgment, Dkt. No. 146 ("Def.'s Mem."), Ex. NN.) Additionally, in that same email, Freydl stated: "if you collected anything on E-Z Media,*fn7 I would like to get paid for my work on that account. I was to get $7,500.00 on the $20,000, or whatever the proration is." (Id.) The parties dispute whether Freydl had previously complained about the amount of any check that he, or F&A, received from M&A, with Meringolo asserting that the May 4 email was the first instance of such a complaint. However, the parties agree that prior to the May 4 email, Freydl had never sent a written request to be paid.
Freydl's contract claims derive from work performed on four matters for M&A: the Galasso, Brooks, Lucente, and Cuomo matters. With respect to each of these claims, Freydl kept no record of his hours. For the Galasso matter, which occurred in 2007 and 2008, Plaintiff claims to be owed $12,000.00. (Def.'s Mem., Ex. QQ.) However, there is a dispute as to whether Freydl was partially compensated for the Galasso matter. For the Brooks matter, which began in December 2008, Freydl claims that he was to receive $112,500.00, pursuant to a "deal" between himself and M&A. With respect to Brooks, Freydl was to assist M&A in completing the pretrial work for the case. This trial began on January 25, 2010. (Id., Ex. LL.) Freydl was paid $68,250.00 for his work on Brooks. In his Complaint, Freydl alleges that he was owed $150,000.00 for the Brooks matter (Compl. at ¶ 59), but now claims he is owed only $44,750.00 for this matter. (See Def.'s Mem., Ex. QQ.) With respect to Lucente, Freydl's understanding was that he would receive $20,000.00. In the aforementioned May 4 email, Freydl stated that he was owed $4,500.00 for Lucente (Def.'s Mem., Ex. NN);*fn8 in his Complaint, this amount shifted to $150,000.00 (see Compl. at ¶ 59); and later in his letter, dated April 17, 2012, Freydl claimed to be owed $15,500.00 for the matter. (Def.'s Mem., Ex. QQ.) In any event, it is agreed that Freydl was paid $4,500.00 for the Lucente matter. For the Cuomo matter, Freydl understood that he would receive $20,000.00 for pretrial work. In the May 4 email, Freydl claimed to be owed $7,500.00 for this matter. (Def.'s Mem., Ex. NN.) Later, in his Complaint, he asserted that he was owed $150,000.00 for Cuomo (Compl. at ¶ 59); but on April 17, 2012 he stated that he was owed $20,000.00 for the matter. (Def.'s Mem., Ex. QQ.) The parties dispute whether Freydl was partially compensated on the Cuomo matter.

Freydl's quantum meruit claims are premised on work performed for the Romano, Gluck, Graffagnino, and Fernich matters. These claims all relate to assistance that Freydl allegedly rendered to M&A in 2008. For each of these claims, Freydl reconstructed time records (Def.'s Mem., Exs. UU-XX), and Freydl possesses no time records for these claims other than these reconstructions. With respect to Romano, Freydl's records state that he reviewed documents, researched law on foreclosure, and wrote a memorandum. Meringolo asserts that he paid Freydl $1,250.00 for the Romano matter (id., Ex. W), a fact which Freydl disputes. (Pl.'s Opp. at 33.) With respect to the Gluck matter, Freydl claims that he performed a total of 18 hours of work between February 22, 2008 and July 29, 2008. (Id., Ex. WW.) For the work performed in Gluck, Freydl asserts that he is owed an hourly rate of $500.00, and believes that he is owed as much as Meringolo for work performed. As for Graffagnino, Freydl performed work on an opposition to a motion to stay the case. While Meringolo asserts that he paid Freydl $1,000 for this matter (id., Ex. U), Freydl disputes that he was paid for work performed on Graffagnino. Freydl asserts that he worked 14 hours in June 2008 on this matter. (Id., Ex. VV.) Finally, regarding Fernich, Freydl worked on the matter from January 2008 through March 5, 2008. Again, as with the other matters from which his quantum meruit claims derive, Freydl kept no contemporaneous records of the hours worked on this case. Freydl's reconstructed records indicate that he worked approximately 35 hours on the Fernich matter. (Id., Ex. UU.) With respect to this matter, Meringolo claims that he paid Freydl $500.00 for work on an answer to a civil complaint. (Id., Ex. T.) However, Freydl disputes this fact, asserting that the check dated February 9, 2008-represented by Meringolo as payment for work associated with the Fernich matter-could not have been for work on an answer to a civil complaint, as the Meringolo Defendants had not been sued by Fernich until February 19, 2008. (Pl.'s Opp., Ex. 7.)

B.Procedural History

This case, which was commenced in August 2009, has a long and convoluted procedural history, encompassing years of discovery, motion practice, and conferences before this Court. Accordingly, addressed here are the most directly relevant aspects of the case's procedural history. Freydl filed his Complaint in this action against Defendants on August 14, 2009. This Complaint asserted seven counts: Common Law Fraud ("Count One"); Conspiracy to Commit Common Law Fraud ("Count Two"); Breach of Contract ("Count Three"); Breach of Covenant of Good Faith and Fair Dealing ("Count Four"); Interference with Contract ("Count Five"); Constructive Contract ("Count Six"); and Quantum Meruit ("Count Seven"). In October 2009, Defendants moved to dismiss the Complaint pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). In an opinion and order dated August 2, 2010, Judge Barbara S. Jones granted Defendants' 12(b)(6) motion in part and denied the 12(b)(1) motion with leave to replead. (See Opinion and Order, Dkt. No. 19.) Judge Jones dismissed Counts One, Two, and Five, leaving Counts Three, Four, Six, and Seven-the four counts that are subject of the instant motion for summary judgment.

In their Answer, filed in January 2011, Defendants counterclaimed against Freydl. (Dkt. No. 41.) This Counterclaim was amended twice, with Defendants filing the operative Amended Counterclaim in April 2012. (Amended Counterclaim, Dkt. No. 134.) Defendants' counterclaim alleges unjust enrichment on the part of Freydl and F&A. (Id. at ¶¶ 50-52.)

On July 23, 2012, Defendants filed a motion for summary judgment, seeking dismissal of all of Freydl's remaining claims. (Defendants' Motion for Summary Judgment, Dkt. No. 145.) That same day, Freydl filed a motion for judgment on the pleadings with respect to Defendants' counterclaim. (Motion for Judgment on the Pleadings, Dkt. No. 152.) Defendants opposed this motion on August 31, 2012 (Reply Memorandum in Opposition, Dkt. No. 157 ("Def.'s Opp.").) In September 2012, Freydl both opposed Defendants' summary judgment motion (see Dkt. Nos. 164-66), and replied to Defendants' opposition to the motion for judgment on the pleadings (Plaintiff/Counterclaim Defendant's Reply Brief, Dkt. No. 163 ("Pl.'s Rep.).) Also in September, Defendants replied to Freydl's summary judgment opposition. (Reply to Response to Motion, Dkt. No. 160 ("Def.'s Rep.").)

C.Legal Standard

1.Summary Judgment

"Pursuant to Federal Rule of Civil Procedure 56, summary judgment 'is appropriate when the evidence shows that there is no genuine issue of material fact and that the moving party is entitled to a judgment as a matter of law.'" Borghese Trademarks, Inc. v. Borghese, No. 10 Civ. 5552, 2013 WL 143807, at *6 (S.D.N.Y. Jan. 14, 2013) (citation omitted). While all facts are taken in the light most favorable to the non-movant, Brod v. Omya, Inc., 653 F.3d 156, 164 (2d Cir. 2011), in response to the movant's pleading, the non-movant must nevertheless introduce "specific facts showing that there is a genuine issue for trial." Ricci v. Stefano, 557 U.S. 557, 586 (2009). Mere conclusions will not suffice. Kulak v. City of New York, 88 F.3d 63, 71 (2d Cir. 1996). An issue of fact constitutes a "genuine" one if the evidence presented "is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

Initially, the movant must provide evidence on each material element of his claim or defense illustrating his entitlement to relief. Vt. Teddy Bear Co. v. 1--800 Beargram Co., 373 F.3d 241, 244 (2d Cir. 2004). A fact is "material" if it "might affect the outcome of the suit under the governing law." Anderson, 477 U.S. at 248. The motion will prevail only "when no reasonable trier of fact could find in favor of the nonmoving party." White v. ABCO Engineering Corp., 221 F.3d 293, 300 (2d Cir. 2000); accord Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587-88 (1986).

2.Judgment on the Pleadings

"The standard for addressing a Rule 12(c) motion for judgment on the pleadings is the same as that for a Rule 12(b)(6) motion to dismiss for failure to state a claim." Cleveland v. Caplaw Enters., 448 F.3d 518, 521 (2d Cir. 2006) (citation omitted). "On a Rule 12(c) motion, the Court must accept as true the non-movant's allegations and draw all reasonable inferences in the non-movant's favor." Admiral Ins. Co. v. Adges, No. 11 Civ. 8289, 2012 WL 2426541, at *1 (S.D.N.Y. June 27, 2012) (citations omitted). When reviewing a Rule 12(c) motion, a Court may review only the pleadings, any documents that are attached thereto, incorporated by reference, or "integral" to the allegations, and any facts of which a Court may take judicial notice. See, e.g., ATSI Commc'ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007).


A.Motion for Summary Judgment

Defendants move for summary judgment on Counts Three, Four, Six, and Seven, contending that discovery has failed to reveal any genuine issue of material fact ...

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