The following papers numbered 1 to 6 were read on the motion (seq. no. 1) by defendants Joseph Edward Bonnem (“Bonnem”), Parkway Coffee, LLC (“Parkway”) and Ready Coffee, LLC (“Ready”) (collectively, “defendants”) for an Order pursuant to CPLR §§3211(a)(5) and (7) dismissing the Verified Amended Complaint (the “Amended Complaint”) of plaintiff Jack Bardy (“plaintiff”): Papers Numbered Amended Complaint 1 Notice of Motion, Affirmation and Exhibits 2 Memorandum of Law in Support 3 Affidavit and Exhibits in Opposition 4 Memorandum of Law in Opposition 5 Memorandum of Law in Reply 6 DECISION AND ORDER BACKGROUND The Amended Complaint alleges that Bonnem is an investor who was introduced to plaintiff in October 2016 by a mutual friend when Bonnem was attempting to develop and launch a chain of drive-thru coffee establishments modeled on highly successful and rapidly expanding businesses that were operating in the western United States. See NYSCEF Doc. No. 20 at
1-72. It further alleges that plaintiff is a hospitality industry veteran who has founded, built, owned and operated many successful restaurants and other businesses, and that plaintiff and Bonnem entered into a series of negotiations in October and November of 2016 regarding a joint venture between plaintiff and Bonnem to use Ready, which is owned by Bonnem and Parkway, for this drive-thru coffee business. Id. Specifically, the Amended Complaint alleges that on November 13, 2016, Bonnem made a written proposal that reflected his discussions with plaintiff, which the parties orally agreed to on November 16, 2016 (the “Agreement”). Id. It alleges that the Agreement provides that in exchange for plaintiff working to develop Ready as a drive-thru coffee business, plaintiff would be given an option to purchase a 25 percent ownership interest in Ready, which plaintiff could acquire in two steps: (1) payment of $180,000.00 for an 18 percent ownership interest therein after the first drive-thru coffee location has opened; and (2) payment for an additional 7 percent ownership interest in Ready after the third year of Ready’s drive-thru coffee business, with Ready to be valued at $5 million for purposes thereof. Id. It alleges that the Agreement also included other terms, including that Ready would reimburse plaintiff for travel expenses, and that Bonnem in fact subsequently reimbursed plaintiff for travel expenses in accordance with the terms of the Agreement. Id. The Amended Complaint alleges that in accordance with the Agreement, plaintiff trusted and relied upon Bonnem as the majority partner in Ready, and that plaintiff devoted substantial time and effort to develop Ready, despite receiving no compensation for such work. Id. It alleges that after Ready opened its first drive-thru coffee location in February 2019, which was immediately successful, plaintiff advised Bonnem that, pursuant to the Agreement, plaintiff was ready to purchase his initial 18 percent ownership interest in Ready. Id. It alleges, however, that Bonnem “bizarrely claimed” for the first time that the parties had never made a deal and that plaintiff’s efforts over the past several years to develop Ready were being done solely on a “volunteer” basis. Id. The Amended Complaint alleges that this claim by Bonnem is both false and fraudulent, as plaintiff makes his living by developing hospitality businesses, and he would never have invested so much time, effort and resources to develop Ready as a “volunteer” for the sole benefit of Bonnem and Ready. Id. It further alleges that plaintiff and Bonnem had no prior relationship and that the Agreement was reached within one month of their being introduced for this business purpose, and that there would be no plausible reason for plaintiff to “gift” such substantial benefits to Bonnem. Id. It alleges that Bonnem has breached the Agreement and defrauded plaintiff of his agreed-upon option to obtain an ownership interest in Ready, which has become very profitable; and that Bonnem, Ready, and Parkway — which owns Ready — have wrongfully obtained and kept substantial benefits at plaintiff’s expense while improperly denying plaintiff his agreed-upon ownership interest in Ready. Id. Based upon the foregoing general allegations, the Amended Complaint asserts: (1) a first cause of action for breach of contract against Bonnem; (2) a second cause of action for unjust enrichment against all defendants; (3) a third cause of action for quantum meruit against all defendants; (4) a fourth cause of action for breach of fiduciary duty against Bonnem; (5) a fifth cause of action for constructive trust against all defendants; and (6) a sixth cause of action for accounting against all defendants. See NYSCEF Doc. No. 20 at
