Mintz v. Barlow

Philip Mintz and Robert Barlow jointly owned land that they leased to a corporation in which they each owned one-third of the stock that operated a barbeque restaurant on the premises. Concerned about his liability on over $650,000 in growing debt associated with the business, Mintz unsuccessfully approached Francis Harris about Harris buying him out. Mintz eventually sold Barlow at cost his interests in the land and corporation and received a release from the primary lender on over $600,000 of the liability and an indemnity from Barlow on the rest. Shortly thereafter, Barlow for the first time contacted Harris about selling him the land and corporate stock. Harris agreed to buy Barlow’s interests in the land and corporation at a profit to Barlow, although unlike Mintz, Barlow remained liable on the debts.

Mintz subsequently sued Barlow for half of the profit, claiming that Barlow had secretly negotiated the deal with Harris prior to Mintz selling out to Barlow, and that Barlow had fraudulently and in breach of fiduciary duty concealed this profitable deal from Mintz. Alleging unjust enrichment, Mintz also sued to recover under quantum meruit.