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Sammarone v. Bovino

July 23, 2007


On appeal from Superior Court of New Jersey, Law Division, Bergen County, No. L-2137-06.

The opinion of the court was delivered by: Wefing, P.J.A.D.



Argued May 23, 2007

Before Judges Wefing, Yannotti and Messano.

Plaintiff filed suit seeking to collect upon an alleged oral contract under which defendants, real estate developers, promised him compensation for introducing them to the owner of a valuable parcel of land. Defendants moved to dismiss the complaint for failure to state a claim, contending it was barred by the Real Estate Brokers and Salesmen Act, N.J.S.A. 45:15-1 to -29.5. After oral argument, the trial court granted defendants' motion and dismissed plaintiff's complaint four months after it was filed. Plaintiff has appealed. After reviewing the record in light of the contentions advanced on appeal, we reverse and remand for further proceedings.

Plaintiff's lawsuit arose from the following factual background. Because we are reviewing the trial court's granting of defendant's motion under R. 4:6-2(e), "we assume the truth of the allegations of the complaint, giving plaintiff the benefit of all reasonable factual inferences that those allegations support." F.G. v. MacDonell, 150 N.J. 550, 556 (1997). Plaintiff had a professional and personal relationship with Leona Helmsley that had developed over the more than twenty years that he had served as executive chef to Mrs. Helmsley personally and to various of her business interests. Mrs. Helmsley was the president of Owners Maintenance Corp. and chief executive officer of Helmsley Enterprises, Inc. We shall hereafter refer to these entities as the "Helmsley Organization." The Helmsley Organization owned sixteen acres of land in Fort Lee adjoining the George Washington Bridge. It has been described as "one of the largest and most prominent pieces of remaining open land in southern Bergen County." We shall refer to this parcel as the "Helmsley tract".

Defendant Bovino is the chief executive officer of defendant Town & Country Developers, Inc. and defendant Stratland Homes, Inc., and president of defendant Whiteweld, Barrister & Brown, Inc. Town & Country and Stratland are in the business of real estate development and Whiteweld, Barrister & Brown is an investment firm serving their financial needs in connection with their various development projects. We shall hereafter refer to defendants as Bovino unless the context requires further specificity.

Bovino wished to acquire the Helmsley tract but had been unsuccessful in various attempts to gain an introduction to individuals in the Helmsley Organization. In October 2000 Lisa Massaroni, a Bovino employee, overheard James Bovino complaining to Jack Vaughn, Town & Country's executive vice president of sales and marketing, about his lack of success in this area.

Ms. Massaroni is plaintiff's cousin, and she volunteered to the two men that her cousin had a close relationship with Mrs. Helmsley. Bovino asked her to speak to plaintiff to see if Bovino could contact him to discuss that relationship, and particularly Bovino's desire to meet Mrs. Helmsley and purchase the Helmsley tract.

Ms. Massaroni spoke to plaintiff on Bovino's behalf, and plaintiff acceded to Bovino's request. Thereafter, James Bovino and Jack Vaughn met with plaintiff and, in the words of the complaint, "explore[d] how Plaintiff could effect an introduction of Mrs. Helmsley to [the defendants] so they could explore and reveal to her their interest in purchasing" the Helmsley tract. During the course of that meeting, plaintiff agreed to facilitate the introduction of Bovino and his agents to Mrs. Helmsley and other individuals within the Helmsley Organization who would be involved in the decision to sell the Helmsley tract. Plaintiff also agreed to transmit information from Bovino to representatives within the Helmsley Organization on an as-needed basis, with the aim of facilitating the transaction. According to plaintiff, Bovino agreed that upon the purchase of the Helmsley tract, plaintiff would receive three percent of the purchase price and ownership rights both to a condominium and a dining/catering establishment that were to be built as part of the proposed development of the tract.

Plaintiff complied with his portion of the bargain and, after several years of negotiations, Bovino completed the purchase of the Helmsley tract for more than forty-six million dollars. Fort Lee, which had declared the tract an area in need of redevelopment, signed a redevelopment contract with Bovino. The redevelopment plan called for the construction of six hundred eleven townhouses, apartment units and high-rises, as well as one hundred thousand square feet of retail space, ninety thousand square feet of office space, and a nineteen-story hotel. The redevelopment agreement between Bovino and Fort Lee called for construction of the project to be completed within five years of the commencement of construction. Construction would not begin until various approvals were obtained and environmental remediation, when needed, completed.

Plaintiff filed this suit when Bovino did not pay him the compensation they had agreed upon. In his complaint, plaintiff alleged breach of contract, breach of the covenant of good faith and fair dealing, quantum meruit, unjust ...

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