Bent v. St. John's Univ., N.Y.

Summary

The New York Appellate Division, Second Department affirmed summary judgment dismissing a former university trustee's claims concerning alleged perpetual naming rights to a university building. The court held that the alleged oral agreement was barred by the statute of frauds and rejected related claims for breach of the implied covenant, promissory estoppel, unjust enrichment, and quantum meruit. It also held that retaining the plaintiff's $500,000 donation was not against equity and good conscience because the building continued to bear the name Bent Hall.

Holdings

1. The alleged oral agreement granting perpetual naming rights could not be performed within one year and therefore fell within the statute of frauds. The defendant was entitled to summary judgment dismissing the breach-of-contract claim.
2. The four 2016 written proposals did not satisfy the statute of frauds because they did not describe the alleged oral agreement or its consideration and were not signed by either the plaintiff or a representative of the defendant.
3. A plaintiff cannot maintain a claim for breach of the implied covenant of good faith and fair dealing when no valid contract exists to support the implied contractual obligation.
4. Promissory estoppel did not permit recovery because the plaintiff failed to show unconscionable injury that would justify preventing application of the statute of frauds.
5. The plaintiff could not recover in unjust enrichment or quantum meruit to circumvent the statute of frauds, and the defendant's retention of the $500,000 donation was not contrary to equity and good conscience.

Questions Presented

1. Whether the alleged 1981 oral agreement for perpetual naming rights was unenforceable under the statute of frauds.
2. Whether the defendant's written proposals from 2016 satisfied the statute of frauds by documenting the alleged oral agreement.
3. Whether the plaintiff could recover for breach of the implied covenant of good faith and fair dealing when the alleged underlying contract was unenforceable.
4. Whether promissory estoppel could avoid application of the statute of frauds absent proof of unconscionable injury.
5. Whether unjust enrichment or quantum meruit could be used to circumvent the statute of frauds and require repayment of the donation.

Disposition

affirmed