LIBERTY MAINTENANCE INC v. ALLIANT INSURANCE SERVICES INC (2024)

MEMORANDUM AND ORDER

It is hereby ORDERED that the order so appealed from is unanimously modified on the law by granting the motion in part and dismissing the fifth cause of action and as modified the order is affirmed without costs.

Memorandum: In this action to recover damages for, inter alia, defendant's alleged breach of its brokerage services agreement (agreement) with plaintiff, defendant appeals from an order denying its motion to dismiss plaintiff's second amended complaint pursuant to CPLR 3211 (a) (1) and (7).

We agree with defendant that Supreme Court erred in denying the motion insofar as it sought dismissal of the fifth cause of action, for promissory estoppel, pursuant to CPLR 3211 (a) (1), and we therefore modify the order accordingly. “The existence of a valid and enforceable written contract governing a particular subject matter ordinarily precludes recovery in quasi contract for events arising out of the same subject matter” (Clark-Fitzpatrick, Inc. v. Long Is. R.R. Co., 70 N.Y.2d 382, 388, 521 N.Y.S.2d 653, 516 N.E.2d 190 [1987]; see Grossman v. New York Life Ins. Co., 90 A.D.3d 990, 991-992, 935 N.Y.S.2d 643 [2d Dept. 2011], lv dismissed 19 N.Y.3d 991, 951 N.Y.S.2d 105, 975 N.E.2d 487 [2012], rearg denied 20 N.Y.3d 965, 958 N.Y.S.2d 326, 982 N.E.2d 89 [2012]). Here, defendant established not only that the parties had a contract, i.e., the brokerage services agreement, but also that the agreement included an integration clause prohibiting modification of the agreement except by written amendment. We conclude that plaintiff has “no tenable claim that [it] reasonably relied upon [defendant's alleged oral or implied promise] in support of [its promissory] estoppel cause of action” (Gebbia v. Toronto-Dominion Bank, 306 A.D.2d 37, 38, 762 N.Y.S.2d 38 [1st Dept. 2003]; see IBT Media Inc. v. Pragad, 220 A.D.3d 530, 532, 198 N.Y.S.3d 672 [1st Dept. 2023]). We otherwise affirm for reasons stated in the decision at Supreme Court.