Reisenfeld & Co. v. Network Group

In 1989, Builders Square, Inc. and its parent company, K Mart Corporation (collectively, BSI) (defendants), entered into a contract with a real estate broker, the Network Group (Network) (defendant) for Network to assist with the sale or sublease of K Mart stores. In June 1994, Network entered into a commission agreement with Reisenfeld (plaintiff), a real estate broker that represented Dick’s Clothing & Sporting Goods (Dick’s). Under the commission agreement, Network would pay Reisenfeld a commission if Dick’s concluded a sublease agreement with BSI. In November 1994, BSI and Dick’s entered into a sublease agreement under which Dick’s subleased two BSI properties. Under the agreement, BSI would pay a commission to Network, and Network would pay part of that commission to Reisenfeld pursuant to a separate agreement between BSI and Reisenfeld—no such agreement was entered into, however. Mark Aronds, the sole shareholder of Network, was convicted on criminal charges that stemmed from Aronds defrauding BSI. The court ordered Network to disgorge any commissions received from BSI and relieved BSI of the duty to pay any outstanding commissions owed to Network. Reisenfeld sued BSI and Network for nonpayment of commissions owed to Reisenfeld under the agreements. The court granted summary judgment for Reisenfeld against Network but granted summary judgment for BSI on Reisenfeld’s claim against BSI. Reisenfeld appealed the grant of summary judgment for BSI, arguing that Reisenfeld could seek payment from BSI based on a quasi-contract theory, even though Reisenfeld and BSI had not entered into a contract.