This matter came before the court for a non-jury trial over the course of eight days from February 28 — March 9, 2022. For the reasons set forth below, the Court finds that Alloy Advisory, LLC (Alloy), a real estate development firm, and its CEO Jared Della Valle, a real estate developer and broker (Alloy and Mr. Della Valle, together, the Plaintiffs) have met their burden at trial in proving both (i) that a term sheet could have been entered into during the term of the Broker’s Agreement (hereinafter defined) and closing of title occurred in escrow on November 23, 2016 — i.e., on or before January 31, 2019 and as of July 27, 2016 the Plaintiffs had earned a fifty percent (50 percent) commission under the terms of the Brokerage Agreement and (ii) (although only a slightly closer call given that Related agreed to the remaining business points no later than November 10, 2016 — a mere 41 days following expiration of the term of the Brokerage Agreement [DX-214; DX-224]), that the contract documents for the sale of the property formerly owned by 503 West 33rd Street Associates, Inc. (503 West) and located at 503 West 33rd Street, New York, New York (the Property) could have been entered into during the term of the Brokerage Agreement and that the closing occurred in accordance with the terms of such contract. As such, the Plaintiffs have proved that that they are entitled to a full one hundred percent (100 percent) commission under the terms of the Brokerage Agreement. Reference is made to a Decision and Order, dated July 14, 2020 (the Prior Decision), pursuant to which this Court granted summary judgment for the Plaintiffs on their cause of action for wrongful termination of the Broker’s Agreement to the extent of finding that the Plaintiffs established the existence of a valid agreement, their performance under the Broker’s Agreement, and the Defendants’ wrongful breach and causation (2020 WL 3977905, *16 [Sup Ct, NY County 2020], affd 195 AD3d 436 [1st Dept 2021]). The causes of action for breach of the implied covenant of good faith and fair dealing, unjust enrichment, quantum meruit, and promissory estoppel were dismissed, as were all claims against William Dalessandro, the former President of 503 West, personally. Damages under the Broker’s Agreement remained the sole issue of fact for trial (id.). To wit, the Court held that a factual issue existed as to whether a term sheet or contract could have been entered into during the term of the Brokerage Agreement had 503 West not wrongfully terminated the Plaintiffs’ engagement on January 12, 2016. Reference is also made to (i) a Non-Exclusive Broker’s Agreement (the Original Broker’s Agreement [DX-1]), dated October 23, 2014, between 503 West as Seller and Alloy f/s/o/ Mr. Della Valle collectively as Broker pursuant to which Mr. Della Valle was to advise 503 West on, and negotiate the deal parameters and documents for, the sale of the Property to The Related Companies, LP (Related) or its designee and the term of which expired on September 30, 2015, and (ii) an Amendment to Non-Exclusive Broker’s Agreement (the Amendment [DX-2], together with the Original Broker’s Agreement, hereinafter, collectively, the Broker’s Agreement), dated October 1, 2015, which extended the term of the Original Broker’s Agreement until September 30, 2016. As discussed in the Prior Decision, pursuant to the terms Broker’s Agreement, the Plaintiffs were entitled to a full commission if (x) 503 West and Related entered into a written and fully binding contract of sale of the Property on or before the expiration of the term of the Broker’s Agreement, (y) the closing for the sale of the Property occurred in accordance with the terms of the contract, and (z) no termination event occurred prior to closing (DX-1, 3[a]). The Plaintiffs were entitled to half of a commission if (x) 503 West and Related executed a binding and written letter of intent, term sheet, or similar agreement on or before the expiration of the term of the Broker’s Agreement, and (y) a closing occurred on or before January 31, 2019 (id., 4). At trial, the Plaintiffs called Mr. Della Valle as a witness and called Mr. Dalessandro as an adverse witness. The Defendants called Mr. Dalessandro, William Dalessandro, Jr., the current President of 503 West, Jeff Blau, the CEO of Related, and Bruce Bartell. Factual Findings / Conclusions of Law: 1. Related acquired the Property as part of the assemblage of properties in connection with the construction of what is now known as the Hudson Yards. 2. As shown by the testimony at trial — particularly the testimony of the buyer — Related (which has no stake in this litigation) the few open deal points that existed within the period covered by the Brokerage Agreement (as defined below) could have been resolved quickly and within the period that would have entitled Plaintiffs to a full commission because, from the standpoint of the buyer, these open points were not going to prevent a deal from being done, and the buyer’s actions showed that the buyer was ready, willing and able to close this transaction quickly. Accordingly, Plaintiffs have demonstrated by a preponderance of the evidence that had they not been wrongfully terminated by 503 West, they could have completed this transaction within the time provided by the Brokerage Agreement. Accordingly, for the reasons stated below, they are entitled to a full one hundred percent (100 percent) commission of $1,379,000. 3. For many years dating back to a term sheet, dated July 16, 2014, 503 West and Related discussed the sale of the Property from 503 West to Related (DX-54[a]) as part of Related’s assemblage. 4. Even dating back to July 16, 2014, 503 West and Related discussed the possibility of a 1031 exchange for the property (id.). This was not part of any hidden strategy. The Plaintiffs prepared the original draft term sheet which draft included a provision indicating that it was non-binding. Mr. Dalessandro’s son (who the parties refer to as either “Mr. Dalessandro, Jr.” or “Esq.”1 made certain changes to the draft term sheet (DX-75[b]). 5. This 2014 term sheet was sent to Related and included a proposed price of $70 million. Related did not sign this 2014 term sheet. Instead, Related made comments to the 2014 term sheet including removing the price of $70 million and sent back a copy of the proposed 2014 term sheet marked with other comments (DX-108[b]). Thus, at that time, 503 West and Related did not have a meeting of the minds or otherwise make a deal. 6. As discussed in the Prior Decision, and as the evidence reflected at trial, the Plaintiffs were wrongfully terminated by Mr. Dalessandro on behalf of 503 West on January 12, 2016 as soon as Mr. Della Valle advised that Related would likely be ready to make a deal because the McDonald’s property had sold and that as such the Property was “the last [property] standing” that Related needed for the assemblage when on January 12, 2016 Mr. Dalessandro abruptly responded You have two choices: Terminate the contract, or Face 5 years of litigation with me. I am prepared to spend $1,000,000, or more, to prove that you have not been dealing in my best interests. And, I will also pursue damages. In any event. [sic] you no longer have the right to represent me or deal with The Related Companies on my behalf (the January 2016 Email; NYSCEF Doc. No. 107). As the Court explained in the Prior Decision when Mr. Della Valle requested that Mr. Dalessandro identify a termination event as required under the Brokerage Agreement, Mr. Dalessandro failed to do so and instead told Mr. Della Valle “[d]o not attempt to contact me, for any reason. Direct any communications to my attorney ” (NYSCEF Doc. No. 108). 7. Until the Plaintiffs were wrongfully terminated, the Plaintiffs worked with Jay Cross, who was President of Hudson Yards, in trying to make a deal with Related [see, e.g. DX-108, DX-109].2 8. Indeed, the evidence adduced at trial further confirmed that Mr. Della Valle was wrongfully excluded from that which he was hired to do under the Brokerage Agreement and the subterfuge of the firing of Mr. Della Valle was to avoid paying him a commission under the Brokerage Agreement. By way of example, Mr. Dalessandro, Jr. commented: I’m not going to tell my father what he should and should not say. It is his property. It is his deal. I’m here to protect him. Like I said, Related wanted this property going back to 2010. They started buying up the properties on that street. Jared brought nothing to this deal. Nothing, zero. He did nothing. He took a meeting with Related with me which I could have did myself. My father asked for a letter of intent. He did some piece of garbage that I had to rewrite that was a joke and they laughed at us.3 And then he was giving away the strategy, and my father put him on the bench. He said get out of my way. This is the deal of my life. I am never going to get a chance to do this again. You’re just looking to screw me up. I am going to handle this my way and that’s the way it went down. But you guys can call it whatever you want. That’s the way it went down. And I came into this to protect him, and I wrote the tightest agreement that could ever be written that’s being completely ignored and the facts are being completely ignored that this guy Jared did zero (tr at 426-427, lines 11-3). A comparison of Mr. Della Valle’s version of the term sheet and Mr. Dalessandro, Jr.’s mark-up demonstrates unequivocally that this is false (compare DX-54[a], with DX-75[b]). Among other things, Mr. Dalessandro, Jr. testified that he edited Mr. Della Valle’s version and “added the words nonbinding to the letter, and that it was subject to receive further discussions and negotiations it had to be nonbinding” (tr at 364, lines 12-13, 15) because Mr. Della Valle’s version was not nonbinding. This is not true. There was already a paragraph in the term sheet prepared by Mr. Della Valle titled “Non-Binding” indicating that it was non-binding:4 Non-Binding: This Letter of Intent is intended only as a preliminary expression of interest and shall be non-binding, other than with respect to the provisions of Confidentiality set forth above which is intended by the parties to be legally binding. As such, neither Purchaser nor Seller shall be bound to purchase or sell the Property, unless and until a mutually acceptable Agreement is executed and delivered, in which event such Agreement shall supersede the terms and conditions of this Letter of Intent in all respects (DX-54[a]). Additionally, Mr. Dalessandro, Jr.’s comments to the document had material mistakes often mixing up the parties (i.e., who was seller and who was purchaser): Q. Why is the initial deposit — why did you write that the initial deposit shall be released to purchaser? A. In order to induce us to execute the termination right between the contract period, the initial — it should have been to seller. It should have said seller. It should have said released by purchaser. It should have said released to seller and it was a misstatement. (tr at 341, lines 3-9). Mr. Della Valle’s version contained no such errors. 9. 503 West had a strategy to get the most amount of money for the Property from Related that they could negotiate. This strategy referred to as the “Last Man Standing” strategy involved holding out until Related acquired all of the other properties Related needed to assemble the Hudson Yards. 10. The evidence adduced at trial indicates that although Related was prepared to move swiftly to enter the contract documents, 503 West dragged its feet because it believed that holding out even after being the “last man standing” was necessary to get Related to agree to certain open business points. No evidence was produced at trial that suggests that this delay of 503 West was necessary. In fact, as discussed below, the opposite is true. A few direct conversations between Mr. Blau and Mr. Dalessandro over a few days confirm as discussed below that the deal was struck on July 27, 2016 and that the open business points following such meeting (which open business points had not been discussed at that meeting) could have been finalized at that July 27, 2016 meeting or soon thereafter because such open business points from Related’s perspective were immaterial and within the amounts Related budgeted for this acquisition as part of its overall assemblage costs. 11. Although 503 West was in no hurry to sell the Property, the sale of the Property offered 503 West a significant windfall both on a short term and long term basis. Among other things, the rent received under the lease that 503 West had with its then tenant was approximately $200,000 per month (DX-144) and pursuant to the Ground Lease, 503 West received $3,029,000 per year (DX-5, 3). This is on top of both the deferral of the gain on the exchange of the Property for the condominium units (i.e., the appreciation of the Property for which 503 West did not have to pay tax by virtue of the 1031 exchange) captured in the Hudson Yards condominium units which it was to receive pursuant to the transfer and the current rental stream from the 1031 exchange property that 503 West currently receives. 12. The Property became the last property necessary for the assemblage following the sale of the McDonald’s Property. This sale occurred on or about July 28, 2015 (contract date referred to in the tax forms [PX-6]) or on or about October 5, 2015 (DX-118) and closed on or about December 15, 2015 (PX-6) — i.e., approximately one year before the term of the Brokerage Agreement would have ended if it had not been wrongfully terminated. 13. On July 27, 2016, Mr. Dalessandro on behalf of 503 West made a deal with Mr. Blau on behalf of Related for the sale of the Property for $55 million (DX-139; Dalessandro Aff., 46) which included the use of the sale proceeds to purchase condominium units in Hudson Yards in a 1031 exchange to defer the payment of taxes. Certain additional terms were not discussed at that meeting and were not discussed directly between Mr. Blau and Mr. Dalessandro until much later. Based on the evidence presented at trial, it appears that this deal could have been struck sooner following the sale of the McDonald’s property had the Plaintiffs’ engagement not been wrongfully terminated. 14. As of July 27, 2016, as discussed below, there were essentially three open business points which had not been discussed between Mr. Blau and Mr. Dalessandro. 503 West argues that these business points were material such that a contract could not have been entered into as of this time and because of the amount of additional money that ultimately was paid, and they may well have been from 503 West’s perspective. However, this entirely misses the point. 503 West is not the person that the Plaintiffs would have needed to get to agree to 503 West’s additional terms. It is Related’s perspective that matters. From Related’s perspective, these amounts were insignificant in the context of the scope of their overall Hudson Yards assemblage costs and were within that which Related was always prepared to pay: Q. What if anything did you do to prepare for the meeting with Mr. Dalessandro in July of 2016? A. I mean we were really looking at the valuation of the entire block our [total cost] we had some of it that we already acquired, so we were trying to figure out had given how much we though the entire block was worth, how much was left to make a deal with them, so that’s probably what I did to prepare5 We had the whole site pretty much assembled, or you know almost signed up, and we were anxious to move forward with the development, so at the last minute, we gave a little more to make the deal happen I think there were six different parts still in this assemblage, so as they were all getting ready to close, it became more and more important that we had this one resolved (Mr. Blau, tr at 504-505, lines 20-2; tr at 547, lines 3-6, 22-25 [emphasis added]). Stated differently, Related did not view this as a one-off acquisition. For them, as the evidence at trial demonstrates, the costs of the acquisition of the Property was part of their overall budget costs of the Hudson yards assemblage. Viewed in this context, the costs of these open business points were insignificant, i.e. within what Related was always prepared to pay for the Property such that Related was prepared to pay for them (see also DX-143 [confirming that Mr. Dalessandro understood that Related paid and would pay what it was prepared to pay as part of its overall assemblage costs and averaging out its total FAR cost]). Additionally, having not discussed them at the July 27, 2016 meeting, 503 West can not now argue that Related would not have agreed to these additional business terms. 15. As discussed below, the Plaintiffs argue that they would have made the point to Related in July 2016 that these costs were, from Related’s perspective, insignificant and that Related ultimately came to this conclusion. The record does not indicate that 503 West at any time made this point — i.e., that these costs were insignificant from Related’s perspective and perhaps they could not.6 Indeed, although months later when Mr. Dalessandro spoke to Mr. Blau directly about these points, Mr. Dalessandro explained to Related why from 503 West’s perspective he thought 503 West was entitled to this additional compensation, Mr. Dalessandro never explained (and no one explained because the Plaintiffs engagement was wrongfully terminated) why Related should not care and ultimately they did not. In any event, when Mr. Dalessandro did finally speak to Mr. Blau directly about these open business points, Mr. Blau agreed in short order. 16. By email dated August 1, 2016 (i.e., approximately 60 days before the Brokerage Agreement should have terminated had the Plaintiffs engagement not been wrongfully terminated), Mr. Dalessandro wrote to Chase Pontillo, his business partner and 20 percent owner of the Property, that he sold the Property for $55 million with no brokerage fees, that he was using the purchase price to purchase high end apartments to avoid paying the capital gains tax, and that he was still negotiating who would pay the transfer tax: After 6 years of negotiation, we just sold 33rd Street to Related, for $55,000,000. No brokerage fees. I am still negotiating as to who will pay the 1.8 percent City Transfer tax. In order to avoid paying the Capital gains tax, to the federal, state & city, we are purchasing an equal amount of high end apartments, at 15 Hudson yards, in the same amount as the sale. We were getting around $200,000 rent from NEP. Now, we should get gross rent of, around $3,000,000 annually. (DX-144). 17. Related was ambivalent as to which apartments were selected by 503 West as 1031 exchange property. Mr. Blau testified: “We really didn’t care which units, as I said it was up to him [Mr. Dalessandro] (tr at 551, lines 12-13). The units were being offered to the public pursuant to an offering plan (id., at 517, lines 9-11). 18. In fact, although Mr. Dalessandro initially selected units 74A through 79A, because Mr. Pontillo wanted 80A instead of 74A, Mr. Dalessandro was able to make this substitution in August 2016 (DX-155).7 19. Aside from the fact that the parties had previously (i.e., in 2014) attempted to negotiate a term sheet, Mr. Blau testified that Related enters term sheets in approximately 50 percent of the deals that it does (tr at 512, lines 7-8). No evidence at trial suggests that Related was unwilling or would not enter into a term sheet here or that 503 West would not have entered into a term sheet. In fact, 503 West wanted to enter into a term sheet in 2014. 20. Because of the delay between when Related would need the property (i.e., immediately) and when the condominium units would be available for transfer to 503 West, it was necessary for the parties to enter into a ground lease. 21. Although not every term was finalized, unquestionably, as of July 27, 2016, 503 West and Related could have entered into a term sheet for the sale of the Property including a 1031 exchange for condominium units and a ground lease which was the deal that 503 West and Related ultimately consummated. It is simply not true that none of the terms were agreed to before the final contract documents were executed. All deals are not “finalized” and done until the documents are executed. 22. Pursuant to the Ground Lease (DX-5), Related acquired all of the incidents of ownership and could begin construction immediately. Among other things, significantly, 503 West did not retain the right to mortgage the fee interest in the property. All of this was conveyed to Related pursuant to the deal documents entered into on November 23, 2016. 23. In fact, Related’s obligation to deliver the units was supported by a Guaranty which was included in the PSA (hereinafter defined) as Exhibit G (DX-3, 28). To wit, if Related could not deliver the condominium units by September 15, 2019, it was required to pay $69,667,000 in cash (DX-3, 2[b]). 24. Additionally, and significantly, Related not only agreed to pay ground rent but also agreed to pay 503 West a return of 1.5 percent on the purchase price amount to compensate 503 West for not receiving either cash or the 1031 exchange property when 503 West transferred the deed for the Property into escrow and effectively conveyed title to the Property. If the closing of title did not occur on November 23, 2016 when the deed was executed and delivered in escrow, 503 West would not have been entitled to this return on purchase price. Stated differently, this return compensates 503 West for conveying title to the Property and not receiving either the 1031 property or cash simultaneously. 25. Furthermore, not only were all of deal closing documents placed in escrow as of November 23, 2016 including the Purchase and Sale Agreement (the PSA[DX 3]), the Memorandum of Contract (DX-3A), the Tower Unit Option Agreement (DX-4), and the Ground Lease (DX-5), but also pursuant to the PSA, (i) Related was appointed as 503 West’s attorney-in-fact and authorized to take any action or executing any instrument reasonably necessary or advisable to accomplish the closing (DX-3, 14[d] and (ii) the Escrow Agent was authorized to date and record the deed (DX-3, 15[a]). 26. When the deed was executed and delivered to the Escrow Agent, the only issues were (i) whether 503 West would receive the 1031 property or the cash price equivalent (i.e., the high price to account for taxes 503 West would otherwise have to pay) and the (ii) dating of the deed and recording it to be done by the Escrow Agent. Indeed, pursuant to the PSA, 503 West and Related “irrevocably direct[ed] Escrow Agent to date and record the Deed ” (id., 2[b]). 27. Thus, when the deed to the Property was placed in escrow on November 23, 2016, title to the property was conveyed from 503 West as they retained no rights whatsoever to the Property and they were compensated for the delay in delivering the purchase price compensation to them. All that was left was the ministerial act of dating the deed and recording it. Despite the defendant’s argument to the contrary, it does matter that it could not be undone. 28. Therefore, the Plaintiffs have proved that as of July 27, 2016, they were entitled to a 50 percent commission pursuant to the terms of the Brokerage Agreement. 29. However, as of July 27, 2016, not all of the terms that form the basis for the contract documents had been finalized (and in fact the evidence indicates that they were not discussed at the July 27, 2016 meeting at all by Mr. Dalessandro). Related and 503 West had not agreed (i) who would pay the transfer taxes, (ii) whether 503 would get a bulk discount because of the number of units it was purchasing with the sale proceeds, (iii) the amount of the ground rent including whether 503 West was entitled to a modest return (1.5 percent based on the treasury rate) to reflect the time between the escrow closing of title on November 23, 2016 (discussed above) and the time in which it either received the 1031 exchange property (i.e., the units) or cash pursuant to the Guaranty. Thus, as of July 27, 2016 (without the Plaintiffs’ involvement by virtue of the wrongful termination of their engagement), 503 West and Related did not enter into a contract. The evidence indicates that they could have or certainly soon thereafter. 30. On September 2, 2016, Mr. Montclare emailed Amy Arentowicz, an in-house attorney with Related, to discuss three issues that were allegedly not addressed during the July 27, 2016 meeting (DX-170 ["It does not appear that Bill and Jeff came to an agreement on three economic issues, which apparently were not discussed during their initial meeting"]): (i) the transfer taxes, (ii) the amount of the ground rent (i.e., 503 West wanted $2,000,000 in ground rent per year which 503 West represented to Related was the current rent being collected from the tenant at the Property until the September 2019 transfer of the 1031 exchange property or cash payment pursuant to the Guaranty), and (iii) interest on the purchase price at the 10 year treasury rate to compensate 503 West for not receiving either the units or cash when it effectively escrow closed title (DX-174). There was no delay in response from Related. They responded immediately indicating their desire to do a deal albeit initially objecting to 503 West’s attempt at re-trading. Ms. Arentowicz informed Mr. Montclare that 503 West’s proposals on those three issues changed the original deal and was not acceptable to Related (id.). Thus, as of this date, Related and 503 West (without the Plaintiffs’ assistance) and without a conversation between Mr. Dalessandro and Mr. Blau directly did 503 West and Related close out these additional business points and enter into the contract documents. As discussed below, the evidence indicates that they could have either at the July 27, 2016 meeting or in the 37 days preceding this email exchange had 503 West not delayed in bringing up these points at the July 27, 2016 meeting or between the July 27, 2016 meeting and September 2, 2016 and certainly within the next 28 days had Mr. Dalessandro engaged Mr. Blau directly during this time period or had the Plaintiffs not been wrongfully excluded from this process. 31. 503 West and Related continued to negotiate these final terms of the agreement. To wit, as part of his strategy, Mr. Dalessandro indicated he was prepared to do the deal on either a cash basis or a 1031 exchange basis and offered Mr. Blau the “choice” (DX 188). This was however nothing more than strategy by Mr. Dalessandro because when Mr. Blau indicated he preferred the all-cash deal (DX 191) and Related immediately prepared deal documents reflecting the same (DX-194), Mr. Dalessandro revealed the very next day when he had received such deal documents that he really wanted the 1031 deal — i.e., the deal discussed all along and that this was merely a negotiating ploy with Related and that he had no interest in a cash deal because of the tax consequences (id.) as he had told his partner, Mr. Pontillo in August, 2016. 32. Initial drafts of the 1031 deal documents were prepared and exchanged by October 13, 2016 [DX-199-DX-202] and a closing checklist was circulated reflecting the deal documents by October 18, 2016 [DX-206]. 33. Although it is not clear when Related agreed to the final open business points without the Plaintiffs involvement (by virtue of their wrongful termination), but ultimately, on November 10, 2016, Related agreed to (i) pay the transfer taxes, (ii) the ground rent plus the modest interest to compensate 503 West for time lapse between when 503 West conveyed title to the property and September 15, 2019 (i.e., when they would receive the 1031 exchange property or the cash tax-effected equivalent) of $3.375 million per annum, and (iii) a bulk rate discount of 10 percent on the price of the units (DX-214; DX-222; DX-224). 34. Related was however eager to do the deal with 503 West much sooner than that and the evidence at trial demonstrates that they would have. Mr. Blau testified that Related moves relatively quickly in executing deals (tr at 547, lines 3-6), they wanted to tie the deal in with their financing of the Coach building at Hudson Yards which was scheduled to close in November 2016 (DX-190) and that the terms Related ultimately agreed to were within the amounts they always were prepared to pay for the Property (i.e., the valuation for the block). 35. To effectuate the 1031 exchange, these finalized terms, including that the consideration for the transfer taxes must flow from seller, were ultimately incorporated into the purchase price pursuant to the PSA. 36. This is 41 days after the expiration of the term of the Brokerage Agreement (had it not been wrongfully terminated) and over 300 days after the Plaintiffs’ engagement was wrongfully terminated. 37. Mr. Della Valle testified at trial that he believes that he could have negotiated with Related to get this and the deal documents done during the term of the Brokerage Agreement because the business points that were “open” following the July 27, 2016 agreement were an insignificant change in the overall assemblage cost to Related and it was the last piece of what they needed — i.e., from Related’s perspective. The term of the Brokerage Agreement would have ended approximately one year after the McDonald’s property sold and the Property was “the last [property] standing”. Only three business points were open from July 27, 2016 — i.e., a little over 60 days before the end of the term of the Brokerage Agreement and Related wanted to close on the Coach financing in November such that it would have been in heavy negotiation for its financing in September/October, 2016. 38. In other words, the Plaintiffs argue that they could have convinced Related to see the forest and not get caught up in the trees had their employment not been wrongfully terminated. 503 West never made these arguments to Related and Related never rejected them. In fact, as the evidence demonstrates, in relatively short order, Related came to this conclusion on its own when Mr. Dalessandro finally spoke to Mr. Blau directly about them and these additional costs were within that which Related was always prepared to pay for the Property. Given Related’s perspective, the “open points” were inconsequential and came to their predictable conclusion. Thus, the Plaintiffs have met their burden in proving that a contract could have been entered into either at the July 27, 2016 meeting (and in fact perhaps sooner following the sale of the McDonald’s property), or at least sometime between July 27, 2016 and September 30, 2016 — during this more than 60 day period. This isn’t mere speculation. It actually happened. Related did agree having nothing at all to do with Mr. Dalessandro’s delay in engaging directly with Mr. Blau as to his additional terms. Inasmuch as the contract did close according to its terms, the Plaintiffs are entitled to a full commission 39. 503 West makes many of the same arguments made in connection with the Prior Decision and merely argues nothing was agreed to until the end (Dalessandro Aff., 52; Dalessandro, Jr. Aff., 61). As discussed above, this simply is not supported by the evidence except to the extent that there are always comments on deal documents and no deal is “finalized” and done until the documents are executed. 40. No evidence was produced at trial that Related would have cratered the deal or otherwise dragged the deal out. 503 West simply has not shown that. At no point did Related drag its heels in cutting to the chase on business points. The bottom line is that Related turned things around quickly, when presented with either/or choices, Related made them, and the evidence unequivocally demonstrates that Related was quite capable of moving things along when 503 West was willing to engage. Hence, this was all within 503 West’s control. 503 West having wrongfully terminated the Plaintiffs’ engagement, it had every incentive to let certain dates pass, which it did. 41. The 1031 property was transferred on September 10, 2019 and the contract otherwise closed according to its terms. 42. Therefore, the Plaintiffs have met their burden in proving that they are entitled to a full one hundred percent (100 percent) brokerage commission based on the calculation set forth on Exhibit A to the Brokerage Agreement as of November 23, 2016. 43. The Brokerage Agreement provides that the Plaintiffs would receive a commission of $150,000 based on a purchase price of $60,000,000 and an additional $50,000 for each $1,000,000 503 West received above $36,000,000, including a pro rata payment on any fraction of $1,000,000 received. Because the Property sold for $60,580,000, a 100 percent commission under the Brokerage Agreement would be $1,379,000. 44. Because the commission was due and not paid on November 23, 2016, this is the date upon which statutory interest must run. It is hereby ORDERED that Plaintiffs shall have judgment against Defendant in the amount of $1,379,000 plus interest at the statutory rate from November 23, 2016 to the date of entry of judgment plus costs and expenses in the amount of $________ for a total amount of $__________, and Plaintiffs shall have execution therefor. Decided: April 8 2022
