Summary Judgment Denied Where Fact Issues Remain Concerning Existence Of And Relationship Among Alleged Contracts

Posted: May 9, 2025 / Written by: Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner / Categories Breach of Contract, Summary Judgment, Quantum Meruit

Summary Judgment Denied Where Fact Issues Remain Concerning Existence Of And Relationship Among Alleged Contracts

On March 30, 2025, Justice Joel M. Cohen denied summary judgment to defendant in an action asserting claims for breach of contract and quasi-contract arising from plaintiff’s employment. The case is Owen v. Array US, Inc., Index No. 651471/2022.

Plaintiff Owen had performed services for defendant Array under an asserted oral agreement. He continued to work after the parties exchanged a draft written agreement, and after Owen had entered into a written agreement with Pentius, Inc., which was affiliated with Array and later assigned Owen’s contract to Array. Justice Cohen concluded that fact issues precluded granting Array’s motion for summary judgment:

“At its core, the breach of contract claim is a case of he-said, he-said. Owen alleges that an oral agreement was reached with respect to his employment for Array in September 2020. Array acknowledges that a conversation took place around that time, but disputes Owen's characterization that the parties reached a binding agreement with respect to a stock grant . . .. There are, in addition, disputed questions as to whether the terms of the Alleged Oral Agreement are sufficiently definite to constitute a binding agreement. Given that more than two months elapsed between the Alleged Oral Agreement and the Assignment of the Pentius Agreement to Array, and all parties apparently acknowledge that Owen in fact started working for Array around the time he signed the Pentius Agreement, there is a genuine dispute of material fact as to whether Owen had a separate agreement with Array under which he was operating while also working for Pentius.”

Slip op., p. 6.

And, because Array denied the existence of a contract, Owen’s quasi-contract claim was not redundant: “‘[W]here there is a bona fide dispute as to the existence of a contract or the application of a contract in the dispute in issue, a plaintiff may proceed upon a theory of quasicontract as well as breach of contract’ (Kramer [v. Greene], 142 AD3d [438] at 441-42) [(1st Dep’t 2016)].” Id., p. 7.

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning contractual claims or motions for summary judgment.