Zeiger v. Wilf

Shelley Zeiger (plaintiff) sold a hotel and office property to Trenton, Inc. (the corporation) for redevelopment. Half the stock of the corporation was owned by Capitol Plaza Associations (CPA), a general partnership controlled by Joseph Wilf (defendant). Pursuant to a consulting contract that was part of the transaction, Zeiger was to receive an annual consulting fee for 16 years for work on the redevelopment project. After the sale, the corporation assigned its interest in the property and the consulting contract to Trenton, L.P. (the limited partnership). The corporation was the general partner of the limited partnership, and the limited partner was CPA. Zeiger was a sophisticated developer and businessman who understood the nature of the entities with which he was dealing. As an officer of the corporation, Wilf handled the renovation of the property on behalf of the limited partnership. The project ultimately failed, and Zeiger stopped receiving the consulting payments. Zeiger sued Wilf, CPA, the limited partnership, and the corporation. The trial court awarded summary judgment to Wilf and dismissed Zeiger’s complaint as to him. At trial, the corporation, limited partnership, and CPA were all found to be liable to Zeiger for the consulting fees. Zeiger appealed the summary judgment in favor of Wilf, and the other parties cross-appealed. Thereafter, the corporation and limited partnership filed bankruptcy, and CPA pursued the appeal alone.