Paul Williams v. Ying Zhou, 20-2363

In 2014 Paul Williams (through his business Makswill Group) alleges an oral exclusive agreement with defendants (Ying Zhou, Guoliang Tian, and Jiahao International Group) to facilitate Antigua & Barbuda Citizenship by Investment Program (CIP) applications for clients provided by defendants, with Williams to receive a percentage fee per client.
Parties signed a one-page written agreement that did not include the alleged exclusivity or a per-client fee and covered only a two-week period; defendants deny the oral exclusivity and contend no fee was agreed.
By August 2014 defendants began dealing directly with the Antiguan government and other CIP representatives; Williams claims breach and demanded $322,500 for ~1,100 hours of work, travel, and expenses.
Williams and Makswill sued for breach of contract and equitable relief; the District Court granted summary judgment to defendants; Williams appealed to the Third Circuit.
The Third Circuit affirmed: Williams failed to show contract-based damages (the contract did not provide for reimbursement of hours/travel/expenses) and failed to show a reasonable expectation of compensation to support quantum meruit/unjust enrichment; the court also lacked jurisdiction to hear Makswill’s separate appeal because the notice of appeal did not name it.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence/enforceability of alleged oral exclusive contract and recoverable damages	Williams: Oral exclusivity existed and defendants’ breach entitled him to reimbursement for hours, travel, and expenses	Defendants: No oral exclusivity; written agreement limited and no agreed fee; no contractual basis for reimbursing hours/expenses	Even assuming an oral contract, Williams did not identify contract terms providing reimbursement; no recoverable contract damages — summary judgment affirmed
Quantum meruit / unjust enrichment	Williams: Defendants benefited from his services and should pay under quasi-contract theories	Defendants: No evidence Williams reasonably expected payment for expenses or hourly work; no agreement to pay	New Jersey law requires a justified expectation of compensation; record lacks evidence of such expectation — unjust enrichment/quantum meruit claims fail
Appellate jurisdiction over Makswill	Makswill: (sought relief as co-plaintiff below)	Defendants/record: Notice of appeal omitted Makswill’s name, violating Fed. R. App. P. 3(c)	Court lacks jurisdiction over Makswill because it was not named in the notice of appeal; only Williams’ appeal considered

Donovan v. Bachstadt, 453 A.2d 160 (N.J. 1982) (contract damages must be a reasonably certain consequence of the breach)
Nelson v. Elizabeth Bd. of Ed., 246 A.3d 802 (N.J. Super. Ct. 2021) (plaintiff must prove breach caused compensable damages)
Starkey, Kelly, Blaney & White v. Estate of Nicolaysen, 796 A.2d 238 (N.J. 2002) (quasi-contract recovery requires a justified expectation of compensation)
Saldana v. Kmart Corp., 260 F.3d 228 (3d Cir. 2001) (standard of review for summary judgment; de novo review)
Torres v. Oakland Scavenger Co., 487 U.S. 312 (1988) (notice of appeal must comply with Fed. R. App. P. 3 to confer jurisdiction)
Gov’t of V.I. v. Mills, 634 F.3d 746 (3d Cir. 2011) (failure to comply with the appellate notice requirement is not excused by lack of prejudice)