Jeffrey Brown (plaintiff) of Jeffrey M. Brown Associates, Inc. (JMB) entered into a memorandum of understanding (MOU) with Charles Cara (defendant) to “work together to develop, build, market, and manage” Cara’s property in Brooklyn. The MOU stated that the parties would enter into a more formal contract once the parties worked out certain details. One such detail was that the property needed to be rezoned to fulfill the MOU’s objectives. After spending extensive time and effort, JMB obtained the rezoning and all other approvals that the project needed. Formal negotiations between the parties thus began. JMB sent Cara a proposed construction management agreement, but the agreement’s terms offended Cara and he chose to cut off all negotiations. JMB later stated that it had inadvertently sent the wrong agreement, but Cara chose not to restart negotiations. Brown brought suit for breach of the terms of the MOU. The district court dismissed Brown’s contract claim. Brown appealed.