Laba v. JBO Worldwide Supply Pty Ltd

Background

Remi Laba sued JBO Worldwide Supply Pty Ltd. over an alleged finder’s-fee agreement. Laba claimed that he introduced JBO to Advanced Tastes Company Ltd. for a possible Coco Safar pop-up store and was entitled to 20 percent of licensing fees received by JBO. Laba ultimately sought $100,000, representing 20 percent of $500,000 in licensing fees.

JBO disputed that a valid agreement existed and asserted that the signature on a written, long-form finder’s-fee agreement offered by Laba was forged. In seeking summary judgment, Laba changed his theory and relied on an alleged oral agreement reflected in a series of emails. The emails included communications about the proposed transaction and possible payment, but they were not signed by JBO or by Wilhelm Liebenberg, whom Laba claimed had entered into the agreement for JBO.

JBO also had counterclaims and a third-party complaint alleging, generally, that Laba and other third-party defendants conspired to steal trade secrets and interfere with JBO’s prospective business. Those claims were not at issue in the summary-judgment motions.

Legal standard and analysis

The court applied New York’s Statute of Frauds, a law requiring certain agreements to be documented in a signed writing before they can be enforced. Under New York General Obligations Law § 5-701(a)(10), a finder’s-fee agreement must be in writing, include the agreement’s key terms, and be signed or subscribed to by the party against whom enforcement is sought.

The court explained that multiple writings, including emails, can sometimes be read together to satisfy this requirement. Here, however, the emails did not provide sufficiently certain terms and were not signed or sent by JBO or Liebenberg. The court also found that the communications did not show that Laba and JBO or Liebenberg had reached a binding agreement. An email stating that Liebenberg lacked authority to make this type of decision and needed approval from JBO’s board was inconsistent with Laba’s claim that Liebenberg had already entered into a binding agreement.

The court rejected reliance on evidence that Advanced Tastes made payments or that Liebenberg acknowledged the introduction. It stated that part performance cannot avoid the Statute of Frauds for agreements governed by this provision.

The court separately analyzed Laba’s unjust-enrichment and quantum-meruit claims, which are claims seeking recovery based on fairness or the value of services rather than an enforceable contract. Those claims also failed because the writings were ambiguous about whether JBO agreed to pay for an unconsummated opportunity, unclear about the amount owed, and not prepared or signed by JBO or Liebenberg.

Disposition

The court held that all of Laba’s claims based on the alleged oral agreement were barred by New York’s Statute of Frauds. It denied Laba’s motion for summary judgment in full and granted JBO’s motion for summary judgment in full. The Clerk was directed to enter judgment in favor of JBO on Laba’s claims.

JBO’s counterclaims and third-party complaint remained pending. The court scheduled a status conference for October 7, 2022, to address how the case would proceed on the remaining claims.