Oppedisano v. Zur

Background

Vincenzo Oppedisano sued Lynda Zur over the parties’ ownership of and involvement in an aviation-services business formerly operated as Aztec Jet Center and later as Sano Jet Center. He asserted claims involving unjust enrichment, quantum meruit, breach of contract, breach of the duty of good faith and fair dealing, breach of fiduciary duty, fraud, declaratory relief, and partnership remedies.

The parties disputed whether they had formed a partnership and whether Oppedisano contributed substantial labor, money, and business services. The record included documents transferring or purporting to transfer stock in Sano Aviation Corporation to a trust associated with Zur. Oppedisano challenged the legal effect of those documents. The parties also disputed the extent of Oppedisano’s role in operating the business.

Partnership ruling

Applying New York law, the court held that no partnership existed. A partnership generally requires, among other things, an agreement to share profits and losses, joint management or control, contributions, and an intent to be partners. The court treated an agreement to share potential losses as indispensable here.

The court found no genuine dispute of material fact about the absence of a loss-sharing agreement. Zur alone signed or guaranteed the business loans, and Oppedisano did not show that he made a capital contribution or agreed to be responsible for business debts and losses. His work, services, loans, and claimed participation in profits did not establish a partnership. The court therefore granted summary judgment against the partnership-based claims.

Claim-by-claim rulings

The first through fourth causes of action sought remedies available only to partners, including an accounting, judicial dissolution, dissolution based on fraud or misrepresentation, and liquidation. The court dismissed those claims because no partnership existed.

The court also ruled against Oppedisano on his fraud claim. He alleged that Zur falsely represented that they would sell the business and divide the proceeds equally. Because no partnership existed, he could not show an entitlement to half of the business’s assets based on partner status, and he identified no other injury specific to the fraud claim. The court therefore held that the fraud claim failed as a matter of law.

The sixth cause of action combined quantum meruit and unjust enrichment. The court allowed this claim to proceed only to the extent it seeks compensation for the reasonable value of Oppedisano’s contributions of time, services, and money. It could not be used to recover an ownership interest in the business or a share of its assets.

The court granted Zur summary judgment on the seventh cause of action for breach of contract and the ninth cause of action for breach of the duty of good faith and fair dealing because Oppedisano identified no applicable express contract other than the alleged partnership agreement. The court dismissed the eighth cause of action for breach of fiduciary duty because it was based on the theory that Zur owed him duties as a partner.

The court dismissed the eleventh cause of action for a declaratory judgment concerning the Purchase Agreement and, by implication, the trust. It found that the requested declaration duplicated issues raised through other claims and concerned past events rather than an ongoing relationship requiring prospective clarification.

The court rejected Oppedisano’s motion for summary judgment on the twelfth cause of action, an unjust-enrichment claim based on the Purchase Agreement. It held that the claim accrued in January 2011, when Zur allegedly used the agreement to convert Oppedisano’s ownership interest, and that the six-year limitations period had expired before Oppedisano filed suit. The court also held that equitable tolling did not apply because Oppedisano signed the agreement without reading it and did not show that Zur took affirmative steps to prevent him from discovering the alleged wrongdoing.

The opinion also notes that the tenth cause of action, seeking a constructive trust, had previously been dismissed by bench ruling on September 2, 2021.

Disposition

The court granted in part and denied in part Zur’s motion for summary judgment. It denied Oppedisano’s motion for partial summary judgment. All claims were dismissed except the sixth cause of action, which could proceed only as a claim for compensation for the value of Oppedisano’s time, services, and money contributed to the business. The court scheduled a case-management conference for April 4, 2024, and instructed the Clerk to terminate the motions.