The defendants, owners and managers of a mall in Maine, appeal from the denial of their motion for judgment notwithstanding the jury verdict in favor of the plaintiffs-brokers. The defendants argue that the plaintiffs-brokers did not establish, as matter of law, that they were entitled to quantum meruit relief; that a new trial is required due to incorrect jury instructions on the quantum meruit theory; and that the case against Sitt Asset Management (Sitt Asset) should have been dismissed. For the reasons laid out below, we affirm.
Background. The plaintiffs, Finard & Company, LLC (Fi-nard), and The Dartmouth Company, Inc. (Dartmouth), are both Massachusetts commercial real estate brokerage firms. The defendant, Sitt Asset, is a New York real estate investment and management company that manages numerous properties, including the Aroostook Centre Mall (mall) in Presque Isle, Maine; Sitt Asset is owned by the Sitt family. The other defendant, Aroostook Centre, LLC (Aroostook), owns the mall; Aroostook is also owned by the Sitt family.
In November, 2001, Finard entered into an exclusive agreement to lease (agreement), in which the “Owner” of the mall agreed to pay Finard a leasing commission in exchange for Fi-nard’s “best efforts” in procuring tenants for the mall.
In April, 2004, during negotiations between Sitt Asset and Lowe’s, Sitt Asset sent Dartmouth a counterproposal for a lease. As to the brokerage commission, Sitt Asset’s proposal stated: “The parties recognize [Dartmouth and Finard] as the only real estate brokers. Brokerage fees are to be paid by [Aroostook] and shared between [Dartmouth and Finard] in accordance with a separate agreement between [Aroostook] and Brokers.” In October, 2005, Aroostook and Lowe’s entered into a lease agreement, which restated that Dartmouth and Finard were the only brokers involved. Finard sent Aroostook an invoice in November, 2005, for the brokerage commission due to it and Dartmouth, which the defendants refused to pay.
Claiming entitlement to a brokerage commission for securing the lease between Lowe’s and Aroostook, the plaintiffs filed a complaint alleging breach of contract, quantum meruit, unjust enrichment, and breach of the covenant of good faith and fair dealing. The parties’ cross motions for summary judgment were denied. During the jury trial, the defendants moved unsuccessfully for a directed verdict at the close of the plaintiffs’ evidence and at the close of all evidence.
In response to special verdict questions, the jury found: (1) Sitt Asset “and/or” Aroostook did not terminate the “exclusive written contract” with Finard in “bad faith in an attempt to deprive [Finard] of a brokerage commission”; (2) Sitt Asset “and/or” Aroostook did not “breach an oral contract to pay [Finard] and/or
Discussion, a. Standard of review. “Because the jury are a pillar of our justice system, nullifying a jury verdict is a matter for the utmost judicial circumspection.” Cahaly v. Benistar Property Exchange Trust Co., 451 Mass. 343, 350 (2008). On review of a judgment notwithstanding the verdict, construing the evidence in the light most favorable to the plaintiffs, we “consider whether ‘anywhere in the evidence, from whatever source derived, any combination of circumstances could be found from which a reasonable inference could be drawn’ in favor of the nonmoving party.” Phelan v. May Dept. Stores Co., 443 Mass. 52, 55 (2004), quoting from Poirier v. Plymouth, 374 Mass. 206, 212 (1978).
b. Quantum meruit. “Quantum meruit is a claim independent of an assertion for damages under the contract, although both claims have as a common basis the contract itself. It is an obligation that arises under quasi contract theory in which an obligation is created by law for reasons of justice .... The underlying basis for awarding quantum meruit damages in a quasi-contract case is unjust enrichment of one party and unjust detriment to the other party. The injustice of the enrichment or detriment equates with the defeat of a person’s reasonable expectations. While a party does not recover on the contract itself under quantum meruit, a court may look to the terms of the underlying contract to help determine appropriate recovery under quantum meruit.” Liss v. Studeny, 450 Mass. 473, 479-480 (2008) (quotations and citations omitted).
To achieve recovery upon the theory of quantum meruit, the claimant must prove (1) that it conferred a measurable benefit upon the defendants; (2) that the claimant reasonably expected compensation from the defendants; and (3) that the defendants accepted the benefit with the knowledge, actual or chargeable, of the claimant’s reasonable expectation. See Albert v. Boston Mortgage Bond Co., 237 Mass. 118, 121 (1921); Therrien v. Leblanc, 282 Mass. 328, 330-331 (1933); General Dynamics
Contrary to the defendants’ argument, viewing the evidence in the light most favorable to the plaintiffs, there were sufficient facts here to justify the verdict against them on the theory of quantum meruit. As to Dartmouth, the defendants contend that it was not entitled to quantum meruit relief as neither defendant engaged Dartmouth to find a lessee for the mall. Tristram’s Landing, Inc. v. Wait, 367 Mass. 622, 629 (1975).
The defendants argue that Finard was not entitled to recover under a theory of quantum meruit because there had been a written contract between the parties, the agreement. They are correct that “[r] eco very in quantum meruit presupposes that no valid contract covers the subject matter of a dispute. Where such a contract exists, the law need not create a quantum meruit right to receive compensation for services rendered.” Boswell v. Zephyr Lines, Inc., 414 Mass. 241, 250 (1993). However, in this case, the jury concluded, based on sufficient evidence, that the written contract between Finard and the defendants had been terminated, and there was no oral contract between them; therefore, recovery under a theory of quantum meruit, on these facts, was permissible. We need not reach the issue whether Fi-nard performed all of its work before the agreement was properly terminated or whether some of its work was performed before
The defendants also argue that Hillis v. Lake, 421 Mass. 537 (1995), is “virtually on all fours with the instant case.” We disagree. The original agreement of the parties in Hillis fell through. “The . . . requirement [that ‘the purchaser completes the transaction by closing the title in accordance with the provisions of the contract’] was not met [in Hillis] because no closing occurred under the first agreement.” Id. at 542, quoting from Tris-tram’s Landing, Inc. v. Wait, 367 Mass, at 629. In addition, “the second agreement differed substantially from the first agreement, and the difference rendered the second agreement substantially less favorable to the defendants than the first agreement had been.” Id. at 543. No such major difference can be found here, where Lowe’s ultimately agreed to lease property in the mall as originally envisioned. Finally, even the second agreement in Hillis eventually fell through. Id. at 541.
c. Dismissal of Sitt Asset. The defendants’ additional arguments are not persuasive. They argue that, because the jury found in their favor on all of the contract issues, Sitt Asset should have been dismissed, leaving only Aroostook liable to the plaintiffs for the commission. Although the final lease agreement listed only Aroostook and Lowe’s as its parties, it was reasonable for the plaintiffs to seek payment from both defendants where the majority of the dealings were conducted with Jack Sitt, an owner and manager of both defendant companies. See LaChance v. Rigoli, 325 Mass. 425, 427 (1950) (“contract
d. Jury charge. Finally, there was no error in the charge where “as a whole. . . [it] provided the jury with clear, adequate, and complete instructions on the issues presented by the evidence.” Leech v. Ebers, 12 Mass. App. Ct. 1004, 1005 (1981). See Bernier v. Boston Edison Co., 380 Mass. 372, 387 (1980). In addition, the two instructions challenged by the defendants were given in the context of the judge’s discussion of contract theory, which the jury resolved in the defendants’ favor.
We affirm the jury verdict and the judge’s denial of the defendants’ motions for judgment notwithstanding the verdict and new trial.
So ordered.
As we affirm the judgment in favor of the plaintiffs, we do not address the plaintiffs’ cross-appeal, which they agreed to waive.
The agreement stipulated that “[i]n the event a tenant is . . . represented by an authorized broker,” Finard would be paid 150 percent of the amount otherwise payable. Finard was also entitled to a commission if, within sixty days after the agreement expired or was terminated, the mall was leased to a tenant with whom Finard had negotiated or to whom Finard had “submitted” the mall before the expiration or termination of the agreement.
In March, 2003, Sitt Asset sent a letter terminating the agreement with Finard. It then rehired Finard in May, 2003, with the identical agreement, at least as to the terms described supra.
In the termination letter to Finard, Sitt Asset stated, “We would be glad to work with you otherwise on a non-exclusive basis.”
“When a broker is engaged by an owner of property to find a purchaser for it, the broker earns his commission when (a) he produces a purchaser ready, willing and able to buy on the terms fixed by the owner, (b) the purchaser enters into a binding contract with the owner to do so, and (c) the purchaser completes the transaction by closing the title in accordance with the provisions of the contract. If the contract is not consummated because of lack of financial ability of the buyer to perform or because of any other default of his . . . there is no right to commission against the seller. On the other hand, if the failure of completion of the contract results from the wrongful act or interference of the seller, the broker’s claim is valid and must be paid.” Tristram’s Landing, Inc. v. Wait, 367 Mass. at 629, quoting from Ellsworth Dobbs, Inc. v. Johnson, 50 N.J. 528, 551 (1967).