On October 5, 2023, Justice Crane of the New York County Commercial Division issued a decision in Brabury v. Israel, 2023 NY Slip Op. 33551(U), holding that joint venture allegations survived a motion to dismiss despite questions regarding the terms of the joint venture agreement, explaining:
Defendant argues that the November 28, 2013 email did not constitute a valid offer, that Plaintiff did not properly accept, and that the email could not by itself establish a joint venture relationship between the parties. However, as this court has noted in prior motion practice, Plaintiff does not solely rely on the email itself as the basis for his breach of contract claim. Instead, Plaintiff argues that the November 28, 2013 email provided a blueprint of sorts that the parties then implemented in the years-long business relationship that followed and that the contract at the heart of the breach of contract claim can be established based upon the totality of the circumstances, rather than solely based upon the November 28, 2013 email.
Defendant appears to cite Schnur v Martin in support of the contention that a written agreement on the division of profits and losses is necessary, but Schnur’ s holding actually lends support to Plaintiffs argument that a written agreement is not strictly necessary .Under the circumstances, the existence of a contractual relationship between the parties and the terms of the contract are questions of fact. Defendant’s arguments that Plaintiffs deposition testimony obviate the need for a trial are unpersuasive.
Accordingly, even if this court assumes Defendant’s arguments arguendo that (1) the November 28, 2013 email did not by itself constitute a valid offer, (2) that Plaintiff did not accept this invalid offer, and (3) that the email did not establish a joint venture between the parties, a reasonable jury could conclude a relationship and agreement was nonetheless established based upon the parties’ actions subsequent to the sending of the email. As such, Defendant has not met his burden to demonstrate there was no contract on which to base a breach of contract claim or otherwise demonstrate entitlement to judgment as a matter of law.
(Internal citations omitted).