Goldfarb v. Solimine

Jed Goldfarb (plaintiff) worked for a company as a financial-market research analyst. Beginning in March 2013, Goldfarb and David Solimine (defendant) had several conversations during which they discussed stock performance and Goldfarb’s desire to obtain a new job. The conversations culminated in Solimine offering Goldfarb a job managing the Solimine family’s investment portfolio. Solimine promised Goldfarb a base salary of between $250,000 and $275,000, plus a percentage of profits attributable to Goldfarb’s investment advice. Goldfarb’s employment was to begin in July or August 2013. Goldfarb asked Solimine for a term sheet regarding the employment, but Solimine never provided any writing that memorialized the purported working arrangement. Goldfarb quit his job anyway and began providing Solimine with stock tips and financial advice. In August 2013, Solimine indicated that he would not employ Goldfarb. Goldfarb brought a promissory-estoppel claim against Solimine in New Jersey state court. The matter went to trial, and a jury found in Goldfarb’s favor regarding liability and damages. On appeal, the appellate division upheld the jury’s liability determination but remanded for a new damages trial to determine reliance damages. Solimine appealed to the New Jersey Supreme Court, asserting that the case should never have been tried before the jury because New Jersey’s Uniform Securities Law (the securities law) required investment advisers to have a writing memorializing the terms of any investment relationship. Solimine contended that because no written employment contract existed, Goldfarb’s action should have been dismissed. In considering whether the securities law barred Goldfarb’s promissory-estoppel claim, the court noted that the securities law barred suits based on contracts that were not in writing. The court then analyzed whether promissory estoppel and breach of contract are equivalent causes of action, such that the prohibition on suits based on unwritten contracts would extend to prohibit promissory-estoppel claims.