Symphony Investment Partners, Inc. v. Keeco, LLC

Background

Symphony Investment Partners, Inc. sued Keeco, LLC and Richard Platt over a potential transaction involving Ellery Homestyles. Symphony alleged that it, Platt, and Keeco were involved in pursuing the transaction and that Symphony and Keeco signed a nondisclosure agreement. The agreement restricted the use and disclosure of confidential information and included a non-circumvention provision. Ellery was not named in the written agreement, and the referenced Schedule A was not attached.

Keeco later acquired Ellery in or about September 2018. Keeco wired Platt $450,000, but the parties disputed why the payment was made. Symphony alleged that it should have received broker fees and that Keeco and Platt shut it out of the transaction. Symphony asserted seven claims: breach of contract, unjust enrichment, and promissory estoppel against Keeco; and breach of contract, unjust enrichment, promissory estoppel, and tortious interference with contract against Platt.

Both Keeco and Platt moved for summary judgment. Summary judgment is granted when the evidence shows no genuine dispute about a fact that could affect the outcome and the moving party is entitled to judgment under the law.

Keeco’s Motion

The court denied Keeco’s motion for summary judgment on Symphony’s breach-of-contract claim. The court found a genuine factual dispute about whether Keeco violated the nondisclosure agreement’s non-circumvention provision by acquiring Ellery. Although Ellery was not named in the agreement, the court stated that a jury could find that Keeco first learned about Ellery as a potential target from Symphony or Platt and that the transaction was an opportunity covered by the agreement. The court also stated that a jury could find that Keeco circumvented Symphony by completing the 2018 transaction without Symphony’s written permission.

The court granted Keeco’s motion for summary judgment on Symphony’s unjust-enrichment and promissory-estoppel claims. The court found that the nondisclosure agreement was valid and enforceable, governed the relationship between Symphony and Keeco, and contained an integration clause stating that it was the parties’ complete agreement. Because an enforceable contract covered the subject, the court held that those alternative claims could not proceed against Keeco.

Platt’s Motion

The court granted Platt’s motion for summary judgment on Symphony’s breach-of-contract claim. It found no genuine dispute that Platt, Symphony, Milone, and Mankowski had agreed to a specific fee split for the Ellery transaction. The court read Platt’s October 8, 2016 email as showing that the parties had not yet discussed how to split fees and concluded that the testimony about a one-third split lacked enough detail. The court also noted that a later unexecuted agreement referring to a one-third split did not concern the Keeco-Ellery transaction.

The court denied Platt’s motion on Symphony’s unjust-enrichment claim. Because Symphony alleged that no contract existed between it and Platt, the claim was not barred on that ground. The court found factual disputes about whether Platt’s $450,000 payment was for an introduction to an investment bank or for assistance with the Ellery transaction, and whether Platt could make the introduction only because of Symphony.

The court granted Platt’s motion on Symphony’s promissory-estoppel claim because the evidence did not show that Platt made a clear and unambiguous promise to Symphony.

The court denied Platt’s motion on Symphony’s tortious-interference-with-contract claim. The court found that the nondisclosure agreement was valid, that Platt knew about it and helped arrange its execution, and that factual disputes remained about whether Keeco breached the agreement and whether Platt intentionally caused that breach.

Disposition

Judge George B. Daniels granted Keeco’s motion for summary judgment as to Symphony’s unjust-enrichment and promissory-estoppel claims and denied it as to Symphony’s breach-of-contract claim. He granted Platt’s motion for summary judgment as to Symphony’s breach-of-contract and promissory-estoppel claims and denied it as to Symphony’s unjust-enrichment and tortious-interference claims. The clerk was ordered to close the two summary-judgment motion entries.