In Bardy v. Bonnem, Index No. 55909/2023, Justice Linda S. Jamieson of the Westchester County Commercial Division issued a detailed decision addressing contract formation, fiduciary duties, and quasi-contract claims in the context of a failed business venture.

Background

The case arose out of an alleged oral agreement between plaintiff Jack Bardy, an experienced hospitality industry professional, and defendant Joseph Edward Bonnem, an investor seeking to develop a chain of drive-through coffee establishments under the “Ready Coffee” brand. Bardy claimed that, following negotiations in 2016, he and Bonnem reached an agreement under which Bardy would assist in developing the business and, in exchange, would acquire an option to purchase a 25% ownership interest in Ready Coffee through staged payments. Bardy alleged he performed extensive work over several years without compensation, relying on the alleged agreement and Bonnem’s representations.

After discovery, defendants moved for summary judgment dismissing all claims.

The Court’s Ruling

Justice Jamieson granted the motion in part and denied it in part, providing a helpful roadmap on several recurring issues that often arise in business litigation:

1. Breach of Contract Claim Dismissed — No “Meeting of the Minds”

The Court dismissed Bardy’s breach of contract claim, finding that discovery failed to yield sufficient evidence of any binding agreement. Although Bardy pointed to a November 2016 email proposal and alleged oral acceptance, the Court found no contemporaneous writings or other evidence to establish that both parties ever finalized essential terms. Importantly, the Court emphasized the absence of any signed partnership or operating agreement, and credited testimony from the parties — including the mutual acquaintance who introduced them — confirming that no ownership deal was ever consummated.

The Court’s analysis relied on well-established principles that contract formation requires a meeting of the minds on all essential terms. Without such evidence, the breach of contract claim could not survive summary judgment.

2. Quasi-Contract Claims Survive — Dispute Over Uncompensated Services

While dismissing the breach of contract claim, the Court declined to dismiss Bardy’s claims for unjust enrichment and quantum meruit. The record, the Court held, contained sufficient evidence to raise triable issues as to whether Bardy provided valuable services to Ready Coffee without compensation.

Bardy submitted evidence that he performed significant work for Ready Coffee between 2016 and 2019, including recruiting key personnel, developing branding and marketing materials, preparing employee manuals, crafting menus, and leveraging business contacts. Although defendants disputed the value of Bardy’s contributions—arguing that much of his work was either duplicative or substandard—the Court held that these factual disputes must be resolved at trial.

Justice Jamieson also rejected defendants’ argument that the quasi-contract claims were duplicative of the now-dismissed contract claim, emphasizing that the theories of recovery and measures of damages differ.

3. Fiduciary Duty, Constructive Trust, and Accounting Claims Dismissed

The Court granted summary judgment dismissing Bardy’s fiduciary duty, constructive trust, and equitable accounting claims, holding that no fiduciary relationship existed between the parties. The Court found that Bardy and Bonnem were sophisticated business people engaged in an arm’s-length transaction, and Bardy’s evidence of unpaid work was not sufficient to transform their relationship into one of trust and confidence.

Takeaways

The decision in Bardy v. Bonnem illustrates several key principles frequently litigated in Westchester’s Commercial Division:

• Oral business arrangements—particularly among sophisticated parties—face significant evidentiary hurdles when challenged in litigation. Absent clear documentation of agreed-upon terms, contract claims may not survive.

• Claims for unjust enrichment and quantum meruit can serve as viable fallback positions where contract formation fails but will turn on proof of the value of services rendered and whether it would be inequitable for defendants to retain those benefits without compensation.

• Courts are reluctant to impose fiduciary duties in arm’s-length business dealings absent evidence of special trust or reliance.

As the case proceeds to trial on the remaining quasi-contract claims, Bardy serves as a reminder of the importance of clear documentation when negotiating startup ventures and business collaborations.

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