Bushkin Associates, Inc. v. Raytheon Co.

Merle Bushkin, through his firm Bushkin Associates, Inc. (collectively, Bushkin) (plaintiffs), provided investment-banking services. Bushkin resided in New York. On January 28, 1975, while in New York, Bushkin engaged in a telephone call with Robert Seaman, an executive of Massachusetts-based Raytheon Company (Raytheon) (defendant). Seaman was in Massachusetts at the time. During this call, Bushkin and Seaman discussed Raytheon’s potential interest in acquiring Beech Aircraft Corporation (Beech); Bushkin and Seaman agreed that Raytheon would pay Bushkin a fee of 1 percent of the transaction price if Raytheon acquired Beech. Raytheon had made and honored similar oral agreements in the past, including with Bushkin. Raytheon acquired Beech in February 1980 for $800 million. However, Raytheon did not pay a fee to Bushkin. Bushkin sued Raytheon in federal court in Massachusetts, seeking to compel Raytheon to enforce his January 1975 oral fee agreement with Seaman. After the district court granted summary judgment to Raytheon, Bushkin appealed to the United States Court of Appeals for the First Circuit. The First Circuit certified the following question to this court: whether Massachusetts would apply the New York statute of frauds, under which the Bushkin-Seaman oral agreement would be unenforceable, or whether Massachusetts would apply the Massachusetts statute of frauds, under which the oral agreement would be enforceable.