Graham Obtains Summary Judgment for Agere Systems, Inc.
Roseland, NJ, March 11, 2008 – William H. Graham recently obtained summary judgment for Agere Systems, Inc. (“Agere”) on a breach-of-contract and several implied and quasi-contractual claims brought against Agere by American Electronic Components, Inc. (“AECI”). AECI had essentially sought a finders’ fee or contractual commission amount in excess of $3 million, plus punitive damages, in connection with the sale of certain of Agere’s industrial equipment. AECI argued in support of its entitlement to that fee or commission amount that the identification of a buyer was the principle or essential performance required by the parties’ contract, that New Jersey’s common law required that a finder’s fee be paid, and that it was entitled to such a fee under several equitable, implied and quasi-contractual theories.
Agere and AECI, however, had signed a detailed and lengthy contract that specifically and expressly spelled out several steps necessary before AECI would receive any commission amount, including, most importantly, AECI’s consummation of a sale to a third party. Graham effectively argued that the parties’ bargained-for-exchange, as evidenced by the express terms of their contract, trumped any equitable or implied contract terms, and that the Court was simply not free to write a better contract for the parties than that which they negotiated for themselves. Graham further observed that the parties’ contract did not contain a finder’s fee provision, but instead made the payment of a commission expressly contingent upon the completion of a number of sales related activities, including AECI’s actual sale of the equipment to a third party.
Because AECI had admittedly not performed the vast majority of these activities and had not consummated the sale with the ultimate buyer of the equipment, the Honorable Susan D. Wigenton found that no commission was due under the parties’ contract. She also found that the parties’ express contractual agreement barred any claims for quasi-contractual or equitable relief. As a result, she granted summary judgment to Agere, and dismissed AECI’s claims in their entirety.
Mr. Graham is a member of the Business Litigation, Product Liability and Tort Law, Environmental Law and Mass Tort and Toxic Tort Litigation practices. For more information, contact Mr. Graham at 973-535-0500 or wgraham@connellfoley.com. M. Trevor Lyons, an associate with the firm’s Labor and Employment Law practice, assisted on the brief and can be reached at 973-535-0500 or mlyons@connellfoley.com
