Sonenshine Partners, LLC v Duravant LLC

Summary

The Appellate Division, First Department reversed an order that had dismissed Sonenshine Partners’ quantum meruit/unjust enrichment claim while allowing its breach of contract claim to proceed. The court held that the nondisclosure agreement’s provision concerning a future financial-advisory engagement was an unenforceable agreement to agree because it omitted essential terms. The court concluded that the complaint adequately pleaded quantum meruit/unjust enrichment and that the claim was not barred by General Obligations Law § 5-701(a)(10).

Holdings

1. The relevant provision was an unenforceable agreement to agree because it left essential terms, including the scope of Sonenshine Partners' role, the investment-banking services to be provided, and the fees, for future negotiation.
2. Sonenshine Partners stated a claim for quantum meruit and unjust enrichment, and the claim was not barred by General Obligations Law § 5-701(a)(10) because the alleged services involved informing Duravant whether to acquire Maillis or one of its subsidiaries rather than merely acting as an intermediary in negotiating or consummating a business opportunity.

Questions Presented

1. Whether the nondisclosure agreement created an enforceable contract requiring Duravant to engage or compensate Sonenshine Partners as a financial advisor.
2. Whether Sonenshine Partners adequately stated a quantum meruit or unjust enrichment claim notwithstanding New York General Obligations Law § 5-701(a)(10).

Disposition

reversed