C. The Complaint
The Complaint alleges breach of contract, in Claim One and Claim Two, recovery as a third party beneficiary, in Claim Three, recovery under Section 14A:10-6(e) of the New Jersey Business Corporation Act, in Claim Four, quantum meruit, in Claim Five and Claim Six, unjust enrichment, in Claim Seven and Claim Eight, tortious interference, in Claim Nine and Claim Ten and fraud, in Claim Eleven.
Complaint, PP 26-75.
In his instant motion, Stanton moves for partial summary judgment on his breach of contract, third party beneficiary and Section 14A:10-6(e) of the New Jersey Business Corporation Act Claims, Claims One through Four of the Complaint. Claim One and Claim Two allege Stanton is entitled to recover $ 105,000.00 for breach of the RD Finder's Agreement and $ 105,000.00 for Breach of the RD/RBB Finder's Agreement. Complaint, PP 26-39. The Third Claim alleges Stanton as a creditor of RBB is entitled to enforce his claim for $ 105,000.00 against RD/RBB because the Merger Agreement "provides for an assumption by RD/RBB of all obligations and liabilities of RBB and specifically provides that creditors of RBB may enforce their claims against RD/RBB." Id., PP 40-43. The Fourth Claim alleges RD/RBB is liable to Stanton for $ 210,000.00 because RBB and RD/RBB merged pursuant to the New Jersey Business Corporation Act which provides in Section 14A:10-6(e): "'The surviving or new corporation shall be liable for all obligations and liabilities of each of the corporations so merged or consolidated....'" Complaint, PP 44-47 (quoting N.J.S.A. § 14A:10-6(e)).
Defendants, in their cross-motion for partial summary judgment, contend that, under the circumstances surrounding the instant action, the Agreements are void as against public policy. Opp. Brief at 1; Defendants' Reply Brief at 1-2. Defendants allege Stanton had a conflict of interest by not disclosing to the Defendants that he would only introduce parties to a potential transaction with whom Stanton had a finder's agreement. Opp. Brief at 1; Defendants' Reply Brief at 1-2.
Additionally, in opposition to Stanton's motion for partial summary judgment, Defendants contend there exists a genuine issue of material fact regarding the duty owed by Stanton to RBB, the first party contacted, to find suitable candidates for a transaction and not to limit those candidates to those with whom Stanton had finder's agreements. Opp. Brief at 17-18; Defendants' Reply Brief at 7. According to the Defendants, other issues of material fact, which should preclude summary judgment, concern the form of the Transaction, Opp. Brief at 19-20; Defendants' Reply Brief at 8-10, and the appropriateness of Stanton's demand for acceleration of alleged monies owed. Opp. Brief at 21; Defendants' Reply Brief at 10.
Because summary judgment is granted with respect to Stanton's breach of contract claims, Claim One and Claim Two of the Complaint, his other claims in the instant motion are not addressed. Stanton is only entitled to a single recovery of the two finder's fees under the Agreements. Accordingly, it is not necessary to address his other claims, in the instant motion, which seek the same finder's fees under different theories of relief.
A. Standard of Review for Pro Se Submissions
Pro se submissions "must be held to 'less stringent standards than formal pleadings drafted by lawyers.'" Estelle v. Gamble, 429 U.S. 97, 106, 50 L. Ed. 2d 251, 97 S. Ct. 285 (1976), reh'g denied, 429 U.S. 1066, 50 L. Ed. 2d 785, 97 S. Ct. 798 (1977) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957)); see also Haines v. Kerner, 404 U.S. 519, 520, 30 L. Ed. 2d 652, 92 S. Ct. 594, reh'g denied, 405 U.S. 948, 30 L. Ed. 2d 819, 92 S. Ct. 963 (1972); United States v. Day, 969 F.2d 39, 42 (3d Cir. 1992); Lewis v. Attorney Gen. of United States, 878 F.2d 714, 722 (3d Cir. 1989).
B. Summary Judgment Standard of Review
To prevail on a motion for summary judgment, the moving party must establish "there is no genuine issue as to any material fact and that [it] is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). The present task is to determine whether disputed issues of fact exist, but a district court may not resolve factual disputes in a motion for summary judgment. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-50, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986); see also Coolspring Stone Supply, Inc. v. American States Life Ins. Co., 10 F.3d 144, 148 (3d Cir. 1993) ("Summary Judgment is only appropriate where there is no genuine issue of material fact for the jury to decide."); Desvi, Inc. v. Continental Ins. Co., 968 F.2d 307, 308 (3d Cir. 1992) ("threshold inquiry is whether there are 'genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party'") (citations omitted); Gray v. York Newspapers, Inc., 957 F.2d 1070, 1078 (3d Cir. 1992) ("We apply the test ... (1) Is there no genuine issue of material fact and (2) is one party entitled to judgment as a matter of law?") (quotations omitted); Hackman v. Valley Fair, 932 F.2d 239, 241 (3d Cir. 1991) ("summary judgment is inappropriate when a conflict of a material fact is present in the record"); Nathanson v. Medical College of Pennsylvania, 926 F.2d 1368, 1380 (3d Cir. 1991) (summary judgment may not be granted "if there is a disagreement over what inferences can be reasonably drawn from the facts even if the facts are undisputed").
All evidence submitted must be viewed in a light most favorable to the party opposing the motion. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 89 L. Ed. 2d 538, 106 S. Ct. 1348 (1986); Pastore v. Bell Tel. Co., 24 F.3d 508, 511-12 (3d Cir. 1994); Williams v. New Castle County, 970 F.2d 1260, 1264 (3d Cir. 1992); Boyle v. Governor's Veterans Outreach & Assistance Ctr., 925 F.2d 71, 75 (3d Cir. 1991); Weldon v. Kraft, Inc., 896 F.2d 793, 797 (3d Cir. 1990); Todaro v. Bowman, 872 F.2d 43, 46 (3d Cir. 1989). "Any 'unexplained gaps' in materials submitted by the moving party, if pertinent to material issues of fact, justify denial of a motion for summary judgment." Ingersoll-Rand Fin. Corp. v. Anderson, 921 F.2d 497, 502 (3d Cir. 1990) (quoting O'Donnell v. United States, 891 F.2d 1079, 1082 (3d Cir. 1989)).
Although the summary judgment hurdle is a difficult one to overcome, it is by no means insurmountable. As the Supreme Court has stated, once the party seeking summary judgment has pointed out to the court the absence of a genuine issue of material fact,
its opponent must do more than simply show that there is some metaphysical doubt as to the material facts. In the language of the Rule, the nonmoving party must come forward with "specific facts showing that there is a genuine issue for trial." Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no "genuine issue for trial."