J.T. Magen & Company, Inc. v. Allen Edmonds Corp., 1:15-cv-08620

Background

JT Magen, a New York general contractor, submitted a $478,081 proposal to Swenson for general construction at an Allen Edmonds retail store; Swenson’s nearly identical $561,089.10 bid (including 10% overhead/profit) was accepted and Allen Edmonds issued a purchase order to Swenson that attached JT’s proposal.
Swenson performed on-site supervision only (via Swenson reps Medley and Derek Swenson); Swenson did not furnish labor or materials and did not hire other contractors — JT hired and managed subcontractors and performed the work.
JT procured building permits (listing JT as contractor), provided the certificate of insurance (naming Allen Edmonds as additional insured), received approved plans from Allen Edmonds’ expeditor identified as “general contractor,” and sent invoices addressed to Allen Edmonds (supported by payment requisitions and lien waivers that listed Allen Edmonds as owner and JT as contractor).
JT submitted eight invoices (each addressed to Allen Edmonds); Swenson submitted payment requests to Allen Edmonds and paid JT for three invoices totaling $365,731.94, then stopped paying and went out of business, leaving five unpaid invoices totaling $230,570.86.
JT sued Allen Edmonds for breach of contract, quantum meruit, and account stated; Allen Edmonds moved for summary judgment arguing it contracted only with Swenson and owes JT nothing.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether JT was Allen Edmonds’ general contractor (i.e., owner–general contractor relationship vs. subcontractor to Swenson)	JT: Allen Edmonds acquiesced to JT acting as general contractor; Allen Edmonds treated JT as GC (permits, insurance, plan delivery, invoices addressed to owner).	Allen Edmonds: Swenson was the general contractor; Allen Edmonds’ contract was with Swenson only; Swenson independently hired JT.	Denied summary judgment — disputed facts permit a reasonable jury to find JT acted as owner’s general contractor or that Swenson was Allen Edmonds’ agent.
Breach of contract — whether Allen Edmonds is liable to JT	JT: Allen Edmonds’ conduct and documentation (purchase order attaching JT proposal; sending plans to JT; payment flow) show owner assumed responsibility.	Allen Edmonds: No direct authorization to Swenson to hire JT on owner’s account; contract was with Swenson.	Material disputes of fact exist; summary judgment improper.
Quantum meruit — whether JT may recover absent an enforceable contract with Allen Edmonds	JT: Alternative recovery available because liability of owner is disputed and owner’s conduct could create an obligation outside contractual chain.	Allen Edmonds: Express contract structure precludes quasi-contract against owner.	Quantum meruit claim may proceed because circumstances may have given rise to an obligation by owner to pay subcontractor.
Account stated — whether Allen Edmonds’ silence or partial payments created an implied agreement to JT’s invoices	JT: Invoices and requisitions were submitted (via Swenson) and Allen Edmonds failed to timely object; partial payments were made.	Allen Edmonds: It was not presented with JT’s invoices or did not accept them; some demands were rejected.	Disputed factual record prevents resolution on summary judgment.

Key Cases Cited

Baldwin v. EMI Feist Catalog, Inc., 805 F.3d 18 (2d Cir.) (summary judgment standard and materiality analysis)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment and genuine dispute standard)
Garanti Finansal Kiralama A.S. v. Aqua Marine & Trading, Inc., 697 F.3d 59 (2d Cir.) (existence/scope of agency generally a question of fact)
EFCO Corp. v. Ulin Marx, Inc., 124 F.3d 394 (2d Cir.) (landowner may incur obligation to subcontractor outside contractual structure)
EBC I, Inc. v. Goldman, Sachs & Co., 5 N.Y.3d 11 (N.Y.) (quasi-contract precluded by express contract covering subject matter)
Thompson v. Horowitz, 141 A.D.3d 642 (N.Y. App. Div.) (quantum meruit elements)