Facts

Tencue Productions, LLC, provides event production services to other companies. Jeffrey Wilk was a fifty-percent shareholder and board member of Tencue. Wilk, who sought to sell Tencue, entered into an agreement with Carbon Crest, LLC, under which Carbon Crest would assist with representing Tencue in a potential sale transaction. The sole owner of Carbon Crest, Paul Lewis, was Tencue's financial advisor and a Tencue board member at the time of the agreement.
Lewis signed the agreement on behalf of Carbon Crest, and Wilk signed the agreement on behalf of Tencue. The agreement provided that if a sale of Tencue occurred within 36 months of the agreement's termination, Tencue would pay Carbon Crest a percentage of the sale price. Under the agreement, Lewis was to provide advisory services to Tencue, including assisting with company operations, company finances, and any potential acquisitions by Tencue. Much of Lewis' time was spent on site working day-to-day with the other employees and officers. While Lewis testified that he positioned the company for an eventual sale at twice the amount Wilk had been willing to accept, Lewis played no role in that sale which occurred after the agreement had been terminated by Tencue. Although Lewis did not have a broker's license, he performed all services required of him under the agreement. There was no termination date for the agreement, but either party could terminate the agreement at any time and for any reason by providing the other party with ten-days' notice. Tencue terminated the agreement, and Tencue was sold six months later. However, Tencue and Wilk refused to pay under the agreement.
Subsequently, Carbon Crest brought an action against Tencue and Wilk seeking $6.85 million in damages plus interest.

PLAINTIFF'S CONTENTIONS: Plaintiff alleged breach of contract and equitable claims, including quantum meruit.

DEFENDANTS' CONTENTIONS: Defendants asserted several affirmative defenses, including lack of a required license and failure to ratify an interested director transaction. Defendants also made several counterclaims, including breach of fiduciary duty and professional negligence. Defendants further argued that plaintiff could not recover on its claim for unjust enrichment because unjust enrichment is not a cause of action. Defendants also contended that plaintiff could not recover in quasi-contract because it had not presented a way to assess the value of the services rendered.

Result

Carbon Crest recovered, in quasi-contract, $1.5 million from Tencue and Wilk.