Kossoff v. Felberbaum, 1:14-cv-01144

Kossoff sues Felberbaum and Florida Foreclosure Attorneys (FFA) alleging he was promised 22% of FFA's net profits for services; he signed a 2012 assignment transferring 22 membership units and later released any interest, textually undermining alleged contract.
Plaintiff claims the 22% profit-sharing agreement was formalized in writing (April 17, 2012) and a December 2013 promissory note ($575,000) was intended as set-off against future profits.
Defendants contend there was no valid contract to share profits; Plaintiff’s writing and release negate any enforceable rights; and Florida law bars non-lawyers from profit-sharing in a law firm.
Kossoff also asserts unjust enrichment and seeks an accounting; Defendants argue no fiduciary relationship or complex transaction justifying accounting.
Kossoff seeks declaratory judgment voiding the $575,000 promissory note; Defendants contend the note stands and lack of consideration/inducement claims fail.
Court posture: removal to federal court and motion to dismiss and strike under Rule 12(b)(6) and Rule 12(f) are fully submitted.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence of a valid contract for 22% profits	Kossoff claims a formal agreement existed for 22% of net profits.	Defendants argue no valid contract exists; release undermines any claim.	Contract claim dismissed; no valid contract pled; the release and Florida law bar profit-sharing with non-lawyer.
Unjust enrichment as alternative to contract	Plaintiff pleads he provided services benefiting Defendants.	No contract but enrichment claimed; need showing of unjust enrichment.	Unjust enrichment claim survives as alternative theory; allowed at pleading stage.
Right to an accounting (fiduciary relationship/complex transaction)	Plaintiff seeks accounting of profits and funds.	No fiduciary relationship or complex transaction proven.	Accounting claim dismissed due to lack of fiduciary relationship/complexity.
Independent basis for fraudulent inducement	Oral promises prior to contract induced Kossoff’s involvement.	Fraud claims duplicative of contract; no collateral promise independent of contract.	Fraudulent inducement claim dismissed as duplicative of contract and lacking independent basis.
Declaratory judgment voiding promissory note	Note was obtained by fraud/lack of consideration.	Fraud/lack of consideration not shown; note partially funded; no defense valid.	Note-voiding claim denied; note remains enforceable absent independent fraud/consideration grounds.

Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard; reject mere legal conclusions)
Twombly v. Bell Atl. Corp., 550 U.S. 544 (U.S. 2007) (contemporary pleading standard requires plausible claims)
Subaru Distribs. Corp. v. Subaru of Am., Inc., 425 F.3d 119 (2d Cir. 2005) (court may rely on integrated contracts and exhibits in ruling on motion to dismiss)
Graubard Mollen Dannett & Horowitz v. Moskovitz, 86 N.Y.2d 112 (N.Y. 1995) (extraneous oral promises must be independent of contract to sustain fraud claim)
Reichert v. N. MacFarland Builders, Inc., 85 A.D.2d 767 (N.Y. 1981) (accounting inappropriate where contract covers profits but not losses)
Chastain Constr. Inc. v. Pratt, 146 So.2d 910 (Fla. Dist. Ct. App. 1962) (equitable accounting only for complex transactions; remedy at law may be adequate)