Bloomgarden v. Coyer
479 F.2d 201 (1973)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
To recover a fee for services under either a contract implied-in-fact or a quasi-contract theory, a plaintiff must demonstrate that they expected personal compensation at the time the services were rendered and that the recipient of the services understood, or reasonably should have understood, that payment was expected.
Facts:
- David Carley, president of PFA, asked Harry Bloomgarden, president of SDI (a company Carley partly owned), to identify potentially fruitful investment opportunities for PFA.
- Developers Charles Coyer and William Guy held options on several parcels of real estate on the Georgetown waterfront but lacked the necessary financing for their development plan.
- In the summer of 1969, Bloomgarden met Coyer, learned of the waterfront project, and offered to introduce Coyer and Guy to Carley.
- Bloomgarden arranged meetings in January and February 1970 between Coyer, Guy, and Carley's group, but did not mention any expectation of a personal fee for the introduction.
- When Guy asked Bloomgarden what he expected from the project, Bloomgarden replied that his company, SDI, might get some future work implementing the plan.
- In April 1970, Coyer, Guy, and the Inland Steel group (with which Carley was associated) reached an agreement in principle, later formalized, to create corporations, including Georgetown-Inland, to pursue the project.
- At the end of March 1970, Bloomgarden first requested a finder's fee for his company, SDI, and in May 1970, he first requested a personal fee for himself, both requests coming after his introduction services were completed.
Procedural Posture:
- Bloomgarden filed a lawsuit in the U.S. District Court against Coyer, Guy, and Georgetown-Inland Corporation, seeking a $1 million finder's fee.
- After discovery, both parties filed cross-motions for summary judgment.
- The District Court, a court of first instance, denied Bloomgarden's motion and granted summary judgment in favor of the appellees (Coyer, et al.).
- Bloomgarden, as the appellant, appealed the District Court's decision to the U.S. Court of Appeals for the D.C. Circuit, where Coyer, Guy, and Georgetown-Inland are the appellees.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does a person who introduces parties for a business opportunity have a valid claim for a finder's fee under a theory of implied-in-fact contract or quasi-contract if, at the time the introduction was made, he did not expect personal compensation and the other parties had no reason to believe he did?
Opinions:
Majority - Spottswood W. Robinson, III
No. A person is not entitled to a finder's fee under either an implied-in-fact contract or quasi-contract theory where the undisputed facts show he did not expect personal compensation when rendering the services. For an implied-in-fact contract to exist, the party seeking payment must show that the services were performed with an expectation of compensation from the recipient, and that the recipient had reason to understand this at the time the services were rendered. Here, Bloomgarden’s own statements—both his reply to Guy that his company might get work and his deposition testimony that he intended his company, not himself, to benefit—negate any inference that he personally expected a fee or that Coyer and Guy should have known he did. Similarly, a quasi-contract claim to prevent unjust enrichment fails because enrichment is not 'unjust' where services are rendered without an expectation of personal payment, but rather to gain a potential business advantage for one's company. A later-formed desire for payment cannot retroactively create a legal obligation.
Analysis:
This decision reinforces the critical importance of the parties' contemporaneous intent in claims for compensation based on unwritten agreements. It establishes that a plaintiff's expectation of payment must exist at the time services are provided, and this expectation must be reasonably apparent to the defendant. The ruling makes it difficult for intermediaries, particularly those acting as corporate officers, to later claim a personal finder's fee if their initial actions suggested they were merely acting to secure future business for their employer. The case serves as a strong precedent that courts will not use equitable doctrines like quasi-contract to rescue a plaintiff from a situation where they failed to establish a clear understanding regarding personal compensation from the outset.
Unlock the full brief for Bloomgarden v. Coyer