In D'Esposito v. Gusrae, Kaplan, & Bruno PLLC , James D'Esposito filed suit against the law-firm of Gusrae, Kaplan & Bruno PLLC (GKB) to recover his interest in the entity and for damages based on breach of contract.
D'Esposito was called a "partner" of GKB . He was listed as a "partner" in legal directories (such as Martindale-Hubbell ), on the firm's letterhead and tax returns, and received distributions (or net profits) from the firm at a fixed rate. However, D'Esposito never signed a partnership or operating agreement, made no capital investment and held no proof of an actual ownership interest in the firm.
When D'Esposito was asked to leave the group, he asserted a variety of contract-based theories that were based on purported promises that he would become a true partner.
After the New York Supreme Court granted GKB 's request to end the case, D'Esposito appealed to the Appellate Division, First Department.
The AD1 ruled against D'Esposito since he had never been given any firm equity and, in the absence of a "sufficient" writing which supported his claims, the promises purportedly made to him were viewed as unenforceable.
To download a copy of the Appellate Division's decision, please use this link: D'Esposito v. Gusrae, Kaplan, & Bruno PLLC