Oberdier Ressmeyer LLP, New York (Carl W. Oberdier of
counsel), for appellant-respondent.
Golenbock Eiseman Assor Bell & Peskoe LLP, New York
(David J. Eiseman of counsel), for respondents-appellants.
J.P., Richter, Mazzarelli, Manzanet-Daniels, Gische, JJ.
Supreme Court, New York County (Eileen Bransten, J.), entered
June 17, 2016, which, insofar as appealed from as limited by
the briefs, granted defendants' motion for summary
judgment declaring that nonparty CSAT, L.P. is not
defendants' affiliate and that its gross revenue does not
come within the scope of paragraph 3 of the letter agreement
on which plaintiff sues, and dismissing part of the contract
claim on statute of limitations grounds, denied
defendants' motion as to the remainder of the contract
claim, and granted plaintiff's motion for summary
judgment dismissing the ninth affirmative defense (based on
General Obligations Law § 5-1105), unanimously modified,
on the law, to deny plaintiff's motion, and grant
defendants' motion as to the entire contract claim, and
otherwise affirmed, without costs.
appeal revolves around a one-page letter agreement between
plaintiff, an attorney and real estate consultant, on the one
hand, and defendant Corbett and "all entities in which
he has an interest, " on the other. In its entirety, the
agreement, which was signed by plaintiff and countersigned by
Corbett and International Plaza in or about July 1990, the
entity under which Corbett did business, stated as follows:
"At least one of us had in mind a 50-50 partnership
several years ago. To avoid unproductive controversy:
"1. All my firm's legal bills and interest
thereon... will be cleared up out of the first available
financing sources. You will pay $25, 000 per month against
such bills until that time.
"2. The equivalent of $500, 000 plus interest at 15% per
annum from September 5, 1985 will be paid to me from the
first decent term financing source (for example: sale, lease,
joint venture, or more than 3 years overall financing).
"3. You will pay upon receipt by International
Plaza, its partners or affiliates, 5% of gross receipts
(excluding gross receipts from the current golf course
operation) until $26, 250, 000 is paid when the percentage
will be 10%....
paragraph 1 of the Agreement is not at issue here, we note
that the legal services referenced therein were delivered
beginning in the early 1980s, primarily by plaintiff as a
solo practitioner, in connection with Corbett's efforts
to develop a 135-acre parcel of land in Tampa, Florida, to
which he and International Plaza had acquired the ground
lease in 1979. Plaintiff maintains, and defendants do not
seriously dispute, that his role with respect to the
development extended well beyond traditional legal work to
such a degree that plaintiff, in his own words, was ...