(DOWNLOAD) "Smith v. Uslife Corp." by United States Court of Appeals for the Second Circuit # Book PDF Kindle ePub Free
eBook details
- Title: Smith v. Uslife Corp.
- Author : United States Court of Appeals for the Second Circuit
- Release Date : January 19, 1977
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 57 KB
Description
This is a diversity action brought to recover a finder's fee, allegedly earned as a result of the acquisition, by USLIFE Corporation, of the All American Life & Financial Corporation. At one time, there was a written finder's fee agreement in effect between the parties, but it had expired by the time an agreement was reached between USLIFE and All American. Under the applicable New York Statute of Frauds, N.Y. Gen. Oblig. Law § 5-701(10), the absence of an effective written note or memorandum of agreement is generally fatal to an action for a finder's fee, whether based on a theory of express contract, implied in fact contract or quasi contract. Plaintiffs argued, however, that the defendant should be estopped to assert the Statute of Frauds. See Imperator Realty Co. v. Tull, 228 N.Y. 447, 127 N.E. 263 (1920). The basis for this argument was the plaintiffs' alleged detrimental reliance upon the defendant's promises to extend the written agreement. The case went to trial before a jury on this theory. At the close of plaintiffs' case, the defendant's motion for a directed verdict was granted, and the complaint was dismissed. In a written opinion, reported at 420 F. Supp. 1266 (S.D.N.Y. 1976), the district court held that plaintiffs had failed to make out a prima facie case because they had failed to prove, inter alia, that their acts of reliance resulted in substantial injury.1 The strongly held public policy reflected in New York's Statute of Frauds would be severely undermined if a party could be estopped from asserting it every time a court found that some unfairness would otherwise result. For this reason, the doctrine of promissory estoppel is properly reserved for that limited class of cases where ""the circumstances are such as to render it unconscionable to deny"" the promise upon which the plaintiff has relied. 3 Williston on Contracts § 533A, at 801 (3d ed. 1960) (emphasis added). The relatively limited scope of the doctrine is nowhere more evident than in its requirement of substantial injury. As the New York Court of Appeals said in Woolley v. Stewart :
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