dismissing a “cause of action for breach of an implied duty of good faith and fair dealing by defendants” due to the absence “of a valid and binding contract from which such a duty would arise”Summary of this case from Kamdem-Ouaffo v. Pepsico, Inc.
May 7, 1996
Appeal from the Supreme Court, New York County (Ira Gammerman, J.).
The IAS Court properly dismissed the first cause of action for breach by defendants of a purported agreement to sell a painting by Yves Klein entitled "Le Monochrome" to plaintiffs as barred by the Statute of Frauds, section 2-201 of the Uniform Commercial Code, which precludes enforcement, by way of action or defense, of a contract for the sale of goods for the price of $500 or more absent a writing sufficient to indicate that a contract for sale has been made between the parties which is signed by the party against whom enforcement is sought. Plaintiffs failed to demonstrate the existence of a signed written contract reflecting the terms and conditions of their purported purchase agreement ( Mendelsohn v. Levine, 24 A.D.2d 1007).
The second cause of action for breach of an implied duty of good faith and fair dealing by defendants in allegedly negotiating to sell the painting to another party despite plaintiffs' purported contract with defendants was also properly dismissed for lack of a valid and binding contract from which such a duty would arise ( Nifty Foods Corp. v. Great Atl. Pac. Tea Co., 614 F.2d 832; Mocca Lounge v. Misak, 94 A.D.2d 761, 763).
Nor did the IAS Court err in dismissing the third cause of action seeking quantum meruit recovery, since plaintiffs have failed to plead any reasonable expectation of being compensated for the reasonable value of their services in connection with the sale of the painting ( Umscheid v. Simnacher, 106 A.D.2d 380, 382-383), and since plaintiffs may not utilize a quantum meruit theory of recovery to circumvent the Statute of Frauds ( Bauman Assocs. v. H M Intl. Transp., 171 A.D.2d 479, 484).
The IAS Court exercised its discretion appropriately in denying plaintiffs leave to amend the complaint since the proposed fourth and fifth causes of action for interference with contract and/or business relations and for fraud as against the individual defendants were legally insufficient ( Wieder v. Skala, 168 A.D.2d 355). There is no basis in law or fact to impose personal liability upon the individual defendants for actions taken as corporate officers of defendant Trend where, as here, the only fraud charged relates to an alleged breach of the purported contract to sell the painting ( Sanyo Elec. v. Pinros Gar Corp., 174 A.D.2d 452, 453), absent factual allegations of independent tortious conduct on their part ( Feigen v. Advance Capital Mgt. Corp., 150 A.D.2d 281, 283, lv dismissed and denied 74 N.Y.2d 874) or that the individual defendants acted either outside the scope of their employment or for personal profit ( Freyne v. Xerox Corp., 98 A.D.2d 965).
We have considered defendants' remaining arguments and find them to be without merit.
Concur — Ellerin, J.P., Wallach, Ross, Nardelli and Tom, JJ.