Diedhiou v. The Republic of Senegal

Background

Pape Diedhiou sued the Republic of Senegal and Pierre Goudiaby for payment for architectural, commercial-development, managerial, and related services connected to a proposed commercial real-estate project at 227–235 East 44th Street in New York. The opinion states that Diedhiou was appointed as an agent of Senegal, became the manager of Teranga LLC, and received authority to handle real-estate transactions for the project. Diedhiou alleged that he performed extensive work and incurred expenses after Senegal and its representatives promised to compensate him and reimburse his costs. Senegal maintained that it did not owe him payment and that Goudiaby was responsible for paying him.

The parties disputed what work Diedhiou performed, whether Goudiaby or Diedhiou handled particular architectural tasks, when Diedhiou stopped working, and what payment arrangements existed. Senegal gave conflicting dates for when Diedhiou’s work ended. Diedhiou submitted a payment request or invoice, but the record and pleadings used different dates for that submission. For purposes of deciding Goudiaby’s dismissal motion, the court used the May 2016 date alleged in the second amended complaint.

Senegal’s Motion for Summary Judgment

The court denied Senegal’s motion for summary judgment. Summary judgment is a decision without a trial that is proper only when the evidence shows no genuine dispute about a fact that could affect the result and the moving party is entitled to win under the law.

The court rejected Senegal’s argument that the breach-of-contract claim was barred by the six-year statute of limitations. Under New York law, a contract claim for nonpayment generally accrues when the person owed money has the right to demand payment. The court found no evidence establishing the payment terms of the alleged contract and identified disputes about Diedhiou’s services and the date on which payment became due. Those disputes prevented the court from deciding the limitations issue on summary judgment.

The court also denied summary judgment based on laches, an equitable defense based on unreasonable delay that prejudices the opposing party. Senegal’s inconsistent positions about when Diedhiou stopped working prevented it from establishing a lack of diligence. In addition, the court stated that laches cannot serve as a defense to a damages-only breach-of-contract claim.

The court rejected Senegal’s argument that Diedhiou could recover only from Teranga and therefore had to first pierce the corporate veil to reach Senegal. Senegal cited no evidence showing that Diedhiou provided services only to Teranga and did not adequately address Diedhiou’s allegation that he had an oral contract with Senegal. The court also refused to grant summary judgment on the account-stated claim. It explained that a court cannot make factual findings on summary judgment and that Diedhiou had offered evidence that Senegal understood Goudiaby to be acting as its agent for the project.

Goudiaby’s Motion to Dismiss

The court granted in part and denied in part Goudiaby’s motion to dismiss. A motion to dismiss tests whether the complaint alleges enough facts to make a claim legally plausible; it does not decide whether the allegations are true or whether the plaintiff will ultimately win. The court considered the complaint and its exhibits, declined to convert the motion into a summary-judgment motion, and did not consider the discovery materials Diedhiou offered in opposition.

Atepa Engineering and Corporate Veil Claims

The court held that the “doing business as” designation did not make Atepa Engineering a separate named defendant in this case. Diedhiou could pursue claims against Goudiaby for actions Goudiaby personally took while using the Atepa Engineering name. He could not, however, hold Goudiaby responsible for Atepa Engineering’s actions merely because the complaint identified him as acting “individually and d/b/a Atepa Engineering.” Claims based on liability for Atepa Engineering’s actions were dismissed.

The court also dismissed Diedhiou’s claim seeking to pierce the corporate veil. Veil piercing is a theory that can make an owner personally responsible for a company’s obligations. The court found that Diedhiou’s allegations that Goudiaby controlled the companies, failed to maintain corporate formalities, moved personal funds through them, and used them to avoid payment were conclusory and lacked sufficient supporting facts.

Breach of Contract

The court dismissed Diedhiou’s breach-of-contract claim against Goudiaby. Diedhiou did not respond to Goudiaby’s arguments about that claim, which the court treated as an additional reason for dismissal. The court also found that the complaint did not identify specific facts showing the formation, date, or major terms of a contract between Diedhiou and Goudiaby. Repeated references to “Senegal and/or Goudiaby” did not adequately allege an agreement, payment terms, or the amount to be paid.

Quasi-Contract and Promissory Estoppel Claims

The court denied dismissal of the quantum-meruit and unjust-enrichment claims. These are related quasi-contract theories, meaning claims seeking reasonable compensation or repayment of a benefit even when no enforceable express contract is established. Diedhiou alleged that he performed services for Senegal and/or Goudiaby, incurred expenses, and that Goudiaby benefited from payments exceeding $3 million that allegedly included value attributable to Diedhiou’s work. Taking those allegations as true, the court found that Diedhiou sufficiently pleaded both claims.

The court also denied dismissal of the promissory-estoppel claim. Promissory estoppel requires a clear promise, reasonable reliance, and injury caused by that reliance. Diedhiou alleged that Goudiaby assured him that Senegal would pay him or, if Senegal did not, Goudiaby would pay him. He further alleged that he continued working because of those assurances and was never paid. The court found those allegations sufficient at the pleading stage.

Teranga and Timeliness

The court rejected Goudiaby’s argument that Teranga was an indispensable party whose absence required dismissal. The court found that the complaint could be read to allege payment obligations by Senegal or Goudiaby independent of Teranga’s operating agreement. Even if some claims depended solely on that agreement, the court stated that joinder—not dismissal—would be appropriate because Teranga could be joined.

The court also declined to dismiss Goudiaby’s claims as time-barred. Accepting the complaint’s allegations, Diedhiou was not owed payment until after December 2014, demanded payment in May 2016, and was denied payment in August 2016. On that alleged timeline, the complaint was filed within the six-year period.

Leave to Amend and Disposition

The court granted Diedhiou leave to amend the dismissed claims. It explained that this was the first opportunity to identify the pleading defects and that it was not yet clear that another amendment would be futile.

The final disposition was that Senegal’s motion for summary judgment was denied, and Goudiaby’s motion to dismiss was granted in part and denied in part. The parties were directed to appear for a telephone conference on October 5, 2023.