DocketNumber: No. 09 Civ. 4432 (SAS)
Citation Numbers: 860 F. Supp. 2d 237
Judges: Scheindlin
Filed Date: 1/11/2012
Status: Precedential
Modified Date: 11/26/2022
OPINION AND ORDER
I. INTRODUCTION
Learning Annex Holdings, LLC, Learning Annex, LLC, and Learning Annex, L.P. (collectively, “Learning Annex” or “LA”) bring this action against Rich Global, LLC and Cash Flow Technologies, Inc. (“CTI”) (collectively, “Rich Dad” or “RD”) following the collapse of their business relationship. This relationship began in 2001 when Robert Kiyosaki — now the owner, along with Kim Kiyosaki, of the Rich Dad entities — became a featured speaker at Learning Annex expositions.
On July 13, 2011, a jury awarded plaintiffs approximately $14.6 million in damages on a quantum meruit claim for uncompensated “services related to the development of the free seminar business.”
Rich Dad now moves for judgment as a matter of law or, in the alternative, a new trial. Rich Dad argues that (1) the evidence is legally insufficient to satisfy the elements of quantum meruit; (2) there is no basis for a judgment against CTI; (3) the verdict is contrary to the clear weight of the evidence and manifestly unjust; and (4) the jury’s damage award is excessive. Learning Annex now moves to reinstate their claim for unjust enrichment and for entry of judgment on that claim, arguing that (1) dismissal of the unjust enrichment claim was an error of law; and (2) equity and good conscience require restitution. Learning Annex’s motion is effectively a motion to reconsider the Unjust Enrichment Opinion. For the reasons discussed below, Rich Dad’s motion is granted in part to the extent I grant judgment as a matter of law to CTI and a new trial on damages to Rich Global, LLC. In addition, Learning Annex’s motion to reinstate the unjust enrichment claim is denied.
II. LEGAL STANDARD
A. Motion for Judgment as a Matter of Law Under Rule 50 and Motion for a New Trial Under Rule 59
A court may render judgment as a matter of law when “a party has been fully heard on an issue during a jury trial and the court finds that a reasonable jury would not have a legally sufficient evidentiary basis to find for the party on that issue.”
consider the evidence in the light most favorable to the party against whom the motion was made and to give that party the benefit of all reasonable inferences that the jury might have drawn in his favor from the evidence. The court cannot assess the weight of conflicting evidence, pass on the credibility of the witnesses, or substitute its judgment for that of the jury.13
A jury verdict cannot be set aside lightly. A court may not grant judgment as a matter of law unless (1) there is such a “ ‘complete absence of evidence supporting the verdict that the jury’s findings could only have been the result of sheer surmise and conjecture’ ” or (2) there is “ ‘such an overwhelming amount of evidence in favor of the movant that reasonable and fair minded [persons] could not arrive at a verdict against [it].’ ”
A “court may, on motion, grant a new trial on all or some of the issues ... after a jury trial, for any reason for which a new trial has heretofore been granted in
Under Federal Rule of Civil Procedure 50(b), “[n]o later than 28 days after the entry of judgment ... the movant may file a renewed judgment as a matter of law and may include an alternative or joint request for a new trial under Rule 59.” “In ruling on the renewed motion, the court may: (1) allow judgment on the verdict, if the jury returned a verdict; (2) order a new trial; or (3) direct entry of judgment as a matter of law.”
B. Motion for Reconsideration
Motions for reconsideration are governed by Local Rule 6.3 and are committed to the sound discretion of the district court.
The purpose of Local Rule 6.3 is to “ ‘ensure the finality of decisions and to prevent the practice of a losing party examining a decision and then plugging the gaps of a lost motion with additional matters.’ ”
III. QUANTUM MERUIT!
“In order to recover in quantum meruit under New York law, a claimant must establish (1) the performance of services in good faith, (2) the acceptance of the services by the person to whom they are rendered, (3) an expectation of compensation therefor, and (4) the reasonable value of the services.”
IV. DISCUSSION
A. The Jury’s Verdict on Quantum Meruit Must Be Set Aside
Rich Dad argues that Learning Annex presented insufficient evidence to support a verdict on quantum meruit. Specifically, Rich Dad argues that there is insuffident evidence (1) that Learning Annex reasonably expected compensation for the services it rendered; (2) that Learning Annex provided “services related to the development of the free seminar business”; and (3) to establish the reasonable value of the services at issue.
Initially, I note that plaintiffs raise an argument about the procedural propriety of defendants’ first two arguments. Plaintiffs argue that because these defendants did not raise these arguments in their Rule 50(a) motion, they may not raise these arguments in a Rule 50(b) motion. Defendants argue that there was no procedural impropriety because plaintiffs were on notice of these arguments and suffered no prejudice.
1. Reasonable Expectation of Compensation
Rich Dad offers two arguments as to why the evidence presented at trial is legally insufficient to support the jury’s finding that Learning Annex reasonably expected to be compensated for the services it provided. First, the parties expressly agreed not to be bound in the MOU. Second, Rich Dad contends that Zanker acted in the hope of reaching an agreement that would allow plaintiffs to share in Rich Dad’s profits. However, “a plaintiff does not reasonably expect compensation for efforts to bring to fruition a new business that does not materialize as the plaintiff had hoped.”
Defendants’ first argument fails as I have already held that, despite the language expressing an intention not to be bound in the MOU, a reasonable juror could conclude that subsequent evidence establishes a contrary understanding. In particular, the following evidence could permit a reasonable juror to conclude that Learning Annex did have a reasonable expectation of compensation — (1) Rich Dad wrote a letter to Learning Annex on September 15, 2005 stating that “we authorize you to develop and conduct free [Rich Dad] seminars with follow up courses in the United States and Canada”;
Likewise, Rich Dad’s argument that a quantum meruit recovery is inappropriate here because Learning Annex cannot have a “reasonable expectation of compensation for services rendered in hope of earning profits in a new business venture” fails.
2. Services Related to the Development of the Free Seminar Business
Rich Dad argues that there is insufficient evidence to support the jury’s verdict that Learning Annex provided “services related to the development of the free seminar business” that Rich Dad formed and operated with Whitney. Rich Dad argues that all of the evidence presented by plaintiffs concerned services performed by Learning Annex for which the jury expressly rejected liability. Specifically, the jury could not find liability based on Learning Annex’s promotional services or its introduction of Rich Dad and Whitney. According to defendants, all of the evidence presented relates to those activities.
However, contrary to defendants’ arguments, plaintiffs presented evidence of “services related to the development of the free seminar business” by Learning Annex sufficient to support the jury’s verdict. Specifically, plaintiffs presented evidence concerning (1) Learning Annex’s identification of Whitney as the best sublicensee;
3. Reasonable Value of the Services Rendered
Rich Dad contends that plaintiffs failed to establish the reasonable value of the services that Learning Annex rendered. According to Rich Dad, the testimony of Learning Annex’s expert on compensation standards, Seth Matlins, was insufficient to establish a “clear and accepted marketplace convention”
Learning Annex responds that uncontradicted expert testimony supports the jury’s finding that Learning Annex established the reasonable value of the services they provided. Matlins testified that the industry standard of payment for licensing agents is thirty-five percent, and the jury awarded thirty-five percent of the audited financial statements of defendants’ revenues.
The entire evidentiary basis for the jury’s determination of the “reasonable value” of Learning Annex’s services rests solely on the following brief testimony by Matlins:
Q. Mr. Matlins, is one of those categories something called licensing representation?
A. Yes, it is.
*246 Q. And could you please describe that for the jury?
A. Yeah, absolutely. A licensing agent, a licensing representative will take on the responsibility for monetizing. And when I say monetizing, you’ll forgive me if I define that, which is to make money on a given brand. So an example of that might be, let’s use Coca Cola, again. Coca Cola is in the business of selling brand coke Coca Cola, fizzy sugar water. They, however, make a great deal of money through licensing everything from T-shirts to teddy bears and cups and mirrors and posters and hats. A licensing agent will represent those endeavors and those initiatives on a certain basis and on certain terms.
Q. And what is the industry standard, the type of fee a licensing agent would ordinarily receive?
A. 35 percent is the industry standard.
Q. And it’s 35 percent of what?
A. Licensing revenues generated.
Q. [What a]re licensing revenues?
A. Royalties, typically speaking.
Q. And that would be royalties to the client?
A. To the licensor, yes.
Q. So Coke — so Coca Cola license, I’ll just give an example. If Coca Cola licensed its right to use its image on a T-shirt and Coca Cola received $1,000 as a royalty payment for that, how much typically would the licensing agent get?
A. It would have been easier if you used 100 because I could do that math, but $350.
Q. And is that 35 percent, is there a range?
A. Yes, there are — excuse me, I’m sorry. There are always ranges, but 35 percent is the industry standard.56
Although there is some minimal evidence supporting the jury’s award of approximately $14.6 million in damages,
Second, even if Matlins’ testimony adequately established that Learning Annex acted as a licensing agent, the jury’s conclusion that the reasonable value of the minimal services rendered by Learning Annex is thirty-five percent of Rich Dad’s royalties is an erroneous result and a miscarriage of justice. Plaintiffs have failed to establish a “clear and accepted marketplace convention”
well-recognized exceptions based on clear and accepted market place conventions. Real estate and other business brokers and finders are generally compensated by percentages of the purchase price customary to the locality or the business. Where a business- appropriates an invention or project devised by another and would be unjustly enriched by the appropriation, a percentage of the profits produced by that invention or device is likely to be awarded. In such cases, the value of the benefit conferred is likely to be disproportionate to the value of the services rendered, causing unjust and inequitable results if compensation were to be based on hourly rates rather than the benefits that were appropriated.67
Like the evidence in Carlino, the testimony here established that “there are always ranges”
after hearing Matlins’ expert opinion as to the typical compensation structure for a particular type of deal and the typical range of commissions and/or percentages of fees/revenues/royalties paid in such deals, the jury may use that information to decide whether the services allegedly provided by Learning Annex— which Plaintiffs intend to identify at trial — fall into anyone (or several) of those categories. They may use that information further to decide whether the reasonable value of [LA’s] services should be determined by reference to an hourly or percentage rate and, if the latter, whether that percentage should be based on profits, revenues, or some other metric and what that percentage should be.73
Despite this ruling, plaintiffs offered no expert testimony on the range of commissions to licensing agents. Once again, the ruling permitting Matlins’ testimony did not abrogate plaintiffs’ obligation to present adequate evidence, for each particular compensation model, to support a jury verdict that the “reasonable value of the services”
Defendants argue that plaintiffs’ claim against CTI should be dismissed because “there is no evidence that CTI earned revenues upon which, under plaintiffs’ theory, an award of damages based on a percentage fee could be sustained against CTI.”
The shreds of evidence pointed to by plaintiffs are insufficient to support a jury verdict against CTI. The first three pieces of evidence that plaintiffs rely on merely show that at one point CTI contemplated being a part of the venture. However, it was ultimately Rich Dad that received the benefit of the services Learning Annex provided to expand the free seminar business. The main evidence submitted in favor of CTI’s liability is a spreadsheet showing that CTI earned revenues from plaintiffs’ coaching and seminar services.
B. Unjust Enrichment Claim
Plaintiffs argue that the Unjust Enrichment Opinion was in error and that their unjust enrichment claim should be reinstated. First, plaintiffs contend that New York law permits plaintiffs to “proceed with alternative legal theories as long as the theories and remedies sought are consistent with each other,” and that Learning Annex’s claims for quantum meruit and unjust enrichment are not inconsistent.
As I have previously noted, I recognize there is a lack of clarity in this area of law.
Plaintiffs’ first argument misapprehends the Unjust Enrichment Opinion. There is no dispute that a plaintiff may receive a judgment based on two consistent legal theories.
Plaintiffs’ only attempted distinction of two Second Circuit opinions affirming the merger of quantum meruit and unjust enrichment claims — Newman & Schwartz v. Asplundh Tree Expert Co.
Plaintiffs’ reliance on caselaw analyzing the distinct elements of unjust enrichment and quantum meruit separately is insufficient to require reconsideration of the Unjust Enrichment Opinion. Indeed, the Unjust Enrichment Opinion recognized that courts have analyzed unjust enrichment and quantum meruit applying different legal standards and that courts have distinguished the “causes of action based on the type of, and rationale for, the relief sought.”
V. CONCLUSION
For the aforementioned reasons, defendants’ Motion for Judgment as a Matter of Law or, in the Alternative, a New Trial is granted in part to the extent I grant judgment as a matter of law to CTI and a new trial on damages to Rich Global, LLC. Plaintiffs’ Motion to Reinstate Their Claim for Unjust Enrichment and for Entry of Judgment on that Claim is denied. The Clerk of the Court is directed to close this motion [Docket No. 130].
SO ORDERED.
. This Opinion assumes familiarity with the background and procedural posture of this case, as described in Learning Annex Holdings, LLC v. Whitney Educ. Grp., Inc., 765 F.Supp.2d 403 (S.D.N.Y.2011) (“Summary Judgment Opinion”) (granting defendants summary judgment on all claims except for breach of duty to negotiate in good faith, quantum meruit, and unjust enrichment); Learning Annex Holdings, LLC v. Rich Global, LLC, No. 09 Civ. 4432, 2011 WL 2732550 (S.D.N.Y. July 11, 2011) ("Rule 50(a) Opinion”) (denying defendants' motion for judgment as a matter of law); Learning Annex Holdings, LLC v. Rich Global, LLC, No. 09 Civ. 4432, 2011 WL 3423927 (S.D.N.Y. Aug. 3, 2011) ("Rule 25(c) Opinion”) (granting plaintiffs' motion to join Learning Annex, L.P. as a plaintiff); Learning Annex Holdings, LLC v. Rich Global, LLC, No. 09 Civ. 4432, 2011 WL 3586138, at *2 (S.D.N.Y. Aug. 12, 2011) ("Unjust Enrichment Opinion”) (dismissing plaintiffs' unjust enrichment claim).
. See Trial Transcript ("Tr.”) at 154, 634.
. Trial Exhibit ("Ex.”) 41A; Tr. at 136-37.
. See Ex. 41A.
. Ex. 47; see also Tr. at 142-43, 397-98.
. See Ex. 132; Tr. at 420:2-13.
. See Exs. 231, 259; Tr. at 544.
. See Tr. at 473:11-14, 484:2-10.
. Tr. at 1014:14-1015:3.
. Unjust Enrichment Opinion, 2011 WL 3586138, at *2 (quoting Mid-Hudson Catskill Rural Migrant Ministry, Inc. v. Fine Host Corp., 418 F.3d 168, 175 (2d Cir.2005)).
. Fed.R.Civ.P. 50(a)(1).
. See Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (quotation marks and citations omitted); Kerman v. City of New York, 374 F.3d 93, 118 (2d Cir.2004).
. Tolbert v. Queens Coll., 242 F.3d 58, 70 (2d Cir.2001) (quotation marks and citation omitted).
. United States v. Space Hunters, Inc., 429 F.3d 416, 429 (2d Cir.2005) (quotation marks and citation omitted). Accord Doctor’s Assocs. v. Weible, 92 F.3d 108, 111-12 (2d Cir. 1996).
. Fed.R.Civ.P. 59(a)(1)(A).
. See Caruolo v. John Crane, Inc., 226 F.3d 46, 54 (2d Cir.2000) (quotation marks and citation omitted).
. Tesser v. Board of Educ., 370 F.3d 314, 320 (2d Cir.2004) (quoting Hugo Boss Fashions, Inc. v. Federal Ins. Co., 252 F.3d 608, 623-24 (2d Cir.2001)).
. See Patterson v. United States, No. 04 Civ. 3140, 2006 WL 2067036, at *1 (S.D.N.Y. July 26, 2006) (“The decision to grant or deny a motion for reconsideration is within the sound discretion of the district court.") (citing McCarthy v. Manson, 714 F.2d 234, 237 (2d Cir.1983)).
. In re BDC 56 LLC, 330 F.3d 111, 123 (2d Cir.2003) (quoting Shrader v. CSX Transp., Inc., 70 F.3d 255, 257 (2d Cir.1995)), abrogated on other grounds by In re Zarnel, 619 F.3d 156 (2d Cir.2010).
. RST (2005) Inc. v. Research in Motion Ltd., 597 F.Supp.2d 362, 364-65 (S.D.N.Y.2009) (quoting Virgin Atl. Airways, Ltd. v. National Mediation Bd., 956 F.2d 1245, 1255 (2d Cir. 1992)).
. Grand Crossing, L.P. v. United States Underwriters Ins. Co., No. 03 Civ. 5429, 2008 WL 4525400, at *3 (S.D.N.Y. Oct. 6, 2008) (quoting SEC v. Ashbury Capital Partners, No. 00 Civ. 7898, 2001 WL 604044, at *1 (S.D.N.Y. May 31, 2001)).
. United States v. Treacy, No. 08 Cr. 0366, 2009 WL 47496, at *1 (S.D.N.Y. Jan. 8, 2009) (quotation omitted).
. Makas v. Orlando, No. 06 Civ. 14305, 2008 WL 2139131, at *1 (S.D.N.Y. May 19, 2008)
. Associated Press v. United States Dep’t of Defense, 395 F.Supp.2d 17, 19 (S.D.N.Y.2005).
. See Grand Crossing, L.P. v. United States Underwriters Ins. Co., No. 03 Civ. 5429, 2008 WL 4525400 (S.D.N.Y. Oct. 6, 2008).
. This Opinion assumes familiarity with the law of the case as stated in prior Opinions. See supra note 1.
. Mid-Hudson Catskill, 418 F.3d at 175.
. See Carlino v. Kaplan, 139 F.Supp.2d 563, 564 (S.D.N.Y.2001).
. Id. at 565.
. Memorandum in Support of Defendants’ Motion for Judgment as a Matter of Law or, in the Alternative, for a New Trial (“Def. Mem.’’) at 1-2.
. See id. at 15-16.
. Tesser, 370 F.3d at 320 (quoting Hugo Boss Fashions, 252 F.3d at 623-24).
. See Wimmer v. Suffolk Cnty. Police Dep’t, 176 F.3d 125, 136 (2d Cir.1999) (allowing arguments in a Rule 50(b) motion where it was “apparent that [adversary’s] counsel was alert to the alleged deficiencies in the case”); Galdieri-Ambrosini v. National Realty & Dev. Corp., 136 F.3d 276, 288 (2d Cir.1998) (allowing arguments in a Rule 50(b) motion where "failure to specify the lack of proof ... as a basis for its Rule 50(a) motion did not result in any prejudice”).
. See, e.g., Tr. at 732:14-15 ("And there was never an obligation on the part of the Rich Dad group to go into that agreement.”); id. at 869:20-23 ("I’ll concede that they were doing business, but I don't see any proof anywhere that any of this business in any way was related to anything that Learning Annex did or is entitled to recover for.”).
. Def. Mem. at 5.
. Ex. 47.
. Ex. 60.
. Ex. 94.
. Ex. 96.
. See Ex. 143.
. See Jordan Panel Sys. Corp. v. Turner Constr. Co., 45 A.D.3d 165, 841 N.Y.S.2d 561, 565 (1st Dep't 2007) ("[C]ourts of [New York] will give effect to a party's clearly stated intention not to be contractually bound until it has executed a formal agreement.”). Jordan Panel is also distinguishable because the written agreement contained provisions expressly stating that there would be no liability for any work performed, which is not the case with the MOU. See id. at 572 ("In light of the statement in the July 11 term sheet that, if Turner did not sign a subcontract with Jordan, 'Turner shall have no liability to make payments for Work performed by [Jordan], if any,' Jordan could not have had any reasonable expectation of compensation for the work it performed in the absence of such a signed subcontract.”).
. See also Rule 50(a) Opinion, 2011 WL 2732550, at *4-5 (discussing how some of this evidence, in the context of the statute of frauds, could permit a reasonable juror to conclude it was "unlikely ... the parties contemplated the gratuitous rendition of services") (quotation omitted).
. Def. Mem. at 8.
. See Beekman Inv. Partners v. Alene Candles, No. 05 Civ. 8746, 2006 WL 330323, at *2 (S.D.N.Y. Feb. 14, 2006) ("The parties never executed a purchase agreement, nor did the planned transaction occur.”); Songbird Jet Ltd. v. Amax, 581 F.Supp. 912, 917 (S.D.N.Y.1984) (failed transaction); Cunningham v. Merchant-Sterling Corp., 155 Misc.2d 226, 587 N.Y.S.2d 492, 495 (Sup.Ct.N.Y.Co.1991) (consummated transaction lost money).
. Tesser, 370 F.3d at 320 (quoting Hugo Boss Fashions, 252 F.3d at 623-24).
. See Tr. atl29, 154-60.
. See Exs. 69, 70.
. See Ex. 90.
. See Ex. 113.
. See Tr. at 412, 527.
. Tesser, 370 F.3d at 320 (quoting Hugo Boss Fashions, 252 F.3d at 623-24).
. Carlino, 139 F.Supp.2d at 565.
. See Ex. 212.
. Plaintiffs' Memorandum of Law in Opposition to Defendants’ Motion for Judgment as a Matter of Law or, in the Alternative, for a New Trial ("Opp. Mem.”) at 18.
. See supra Part IV.A.2.
. Tr. at 562:6-563:13 (emphasis added).
. See id. ("Q. And what is the industry standard, the type of fee a licensing agent would ordinarily receive? A. 35 percent is the industry standard.”).
. Tesser, 370 F.3d at 320 (quoting Hugo Boss Fashions, 252 F.3d at 623-24).
. Tr. at 562:18-20 (emphasis added).
. See Space Hunters, 429 F.3d at 429 (holding that judgment as a matter of law is appropriate where “the jury’s findings could only
. Opp. Mem. at 18.
. Id.
. See Tr. at 936-97 ("At the start of the relationship, it was agreed that each man would profit off additional sales of products that each had developed and owned before entering the relationship; products that they, themselves, brought into the relationship with them.”).
. Opp. Mem. at 19.
. See 6/18/11 Order [Docket No. 87] at 6.
. Carlino, 139 F.Supp.2d at 565.
. Id.
. Id. at 566.
. Tr. at 563:11-13 [Matlins] (emphasis added).
. Id. at 562:18-20 [Matlins] (emphasis added).
. Matlins did testify as to the range of other compensation models and the variables that determine where in that range particular services would fall. However, these models were rejected as a basis for liability, so I need not determine whether they were sufficient to sustain a verdict. See, e.g., Tr. at 568 O'Q..... [W]hat is the industry standard ... for a percentage of revenues that promoters would take? A. It does depend on what type of promoter, what caliber promoter and what type of event we’re talking about, and then the industry standards will differ based on ticket revenue and non-ticket revenue.”).
. Carlino, 139 F.Supp.2d at 565.
. 6/18/11 Order at 6 (quotation omitted).
. Mid-Hudson Calskill, 418 F.3d at 175.
. Tesser, 370 F.3d at 320 (quoting Hugo Boss Fashions, 252 F.3d at 623-24). I note that
. Def. Mem. at 15.
. See Ex. 41 A.
. See Ex. 47.
. See Ex. 122A.
. See Ex. 197.
. See PI. Opp. Mem. at 15.
. See Ex. 197.
. Plaintiffs’ Memorandum of Law in Support of Their Motion to Reinstate Their Claim for Unjust Enrichment and for Entry of Judgment on that Claim ("PL Mem.”) at 9-10.
. See id. at 11-12.
. See Unjust Enrichment Opinion, 2011 WL 3586138, at *2 ("Neither the New York Court of Appeals nor the Second Circuit (interpreting New York law) has explained precisely how to proceed when both quantum meruit and unjust enrichment are pled.”).
. In re BDC 56 LLC, 330 F.3d at 123 (quoting Shrader, 70 F.3d at 257).
. See, e.g., Siderpali, S.P.A. v. Judal Indus. Inc., 833 F.Supp. 1023, 1033 (S.D.N.Y.1993) ("A party must elect between two remedies only when the remedies available to a party are inconsistent or mutually exclusive.”).
. 102 F.3d 660, 663 (2d Cir.1996) ("Counts Two and Three for quantum meruit and unjust enrichment were quite properly subsumed by the district court into a single count for restitution.”).
. 418 F.3d at 175 ("Applying New York law, we may analyze quantum meruit and unjust enrichment together as a single quasi contract claim.”).
. See Newman & Schwartz, 102 F.3d at 663.
. However, I note that another case that defendants rely on to support the proposition that quantum meruit and unjust enrichment are identical in the context of services rendered does not bear the weight defendants give it. Snyder v. Bronfman states that "unjust enrichment and quantum meruit are, in this context, essentially identical claims.” 13 N.Y.3d 504, 893 N.Y.S.2d 800, 802, 921 N.E.2d 567 (2009) (emphasis added). Snyder is referring to the context of the application of the statute of frauds, and its holding does not necessarily extend any further.
. Unjust Enrichment Opinion, 2011 WL 3586138, at *2.
. Id. (quoting Mid-Hudson Catskill, 418 F.3d at 175).
. See Argilus, LLC v. PNC Fin. Servs. Grp., Inc., 419 Fed.Appx. 115, 119-20 (2d Cir.2011) (summarily dismissing quantum meruit and unjust enrichment claims asserted by different parties on different facts, where the unjust enrichment claim was not based on services rendered); Kidz Cloz, Inc. v. Officially for Kids, Inc., 320 F.Supp.2d 164, 177 (S.D.N.Y. 2004) (dismissing quantum meruit and unjust enrichment claims on the same grounds based on relationship terminable at-will).
. Plaintiffs’ Motion to Reinstate Their Claim for Unjust Enrichment and for Entry of Judgment on that Claim was not docketed as a motion.