By Dillon, J.P.; Nelson, Miller, Maltese, JJ.
BENJAMIN LANDA, res, v. F. JAMES MCGUIRE, ET AL., app — (Index No. 513122/16) Barclay Damon, LLP, New York, NY (Michael J. Case and Kayla Arias of counsel), for appellants. Abrams Fensterman, LLP, White Plains, NY (Robert A. Spolzino of counsel), for respondent. In an action to recover damages for unjust enrichment, the defendants appeal from an order of the Supreme Court, Kings County (Larry D. Martin, J.), dated December 30, 2020. The order denied the defendants’ motion for summary judgment dismissing the amended complaint. ORDERED that the order is reversed, on the law, with costs, and the defendants’ motion for summary judgment dismissing the amended complaint is granted. The defendants operated several nursing homes and an affiliated pharmacy. In 2014, the defendants retained a broker to sell the pharmacy. One of the plaintiff’s business partners introduced the plaintiff to the defendant F. James McGuire. The plaintiff, who had a preexisting relationship with a consultant for nonparty PharMerica Corporation (hereinafter PharMerica), proposed purchasing the defendants’ interest in the nursing homes and finding a third-party buyer for the pharmacy. Either McGuire or one of McGuire’s attorneys indicated orally that the plaintiff’s proposal would work. The plaintiff and the defendants entered into a memorandum of understanding dated May 14, 2015, which granted the plaintiff and six other “principals” an exclusive right to purchase the defendants’ nursing home business for 90 days subject to certain conditions, including the consummation of PharMerica’s acquisition of the defendants’ pharmacy. In September 2015, PharMerica purchased the pharmacy. The purchase agreement provided for a broker’s fee to the broker retained by the defendants in 2014. The defendants never reached a final agreement to sell their nursing home business to the plaintiff. Thereafter, the plaintiff commenced this action to recover damages for unjust enrichment. The plaintiff alleges that his efforts to obtain a purchaser for the pharmacy were “solely in reliance” on the defendants’ repeated representations that the transaction to sell the nursing home business to the plaintiff would be consummated if the plaintiff located or assisted in locating a potential buyer for the pharmacy, and that the defendants were unjustly enriched by these efforts because they did not complete the transaction or compensate the plaintiff. The defendants moved for summary judgment dismissing the amended complaint. In an order dated December 30, 2020, the Supreme Court denied the motion. The defendants appeal, and we reverse.
