OPINION & ORDER Plaintiffs Jordan Krolick and Tound & Drowth, LLC commenced this action asserting contractual, quasi-contractual, and related claims, against Defendants Alex Sloane and Matthew Perelman. The claims arise from the alleged breach of a purported oral contract between the parties to form a franchise holding company in the “quick service restaurant” (“QSR”) industry. After the Court held oral argument on Defendants’ motion to dismiss the initial Complaint, Plaintiffs filed an Amended Complaint. Now before the Court is Defendants’ motion to dismiss that Amended Complaint. For the following reasons, the motion is granted in part and denied in part; namely, Plaintiffs’ claims for unjust enrichment and quantum meruit survive while all others fail. BACKGROUND The following facts are drawn from the Amended Complaint and are assumed to be true for the purposes of this motion. See Stadnick v. Vivint Solar, Inc., 861 F.3d 31, 35 (2d Cir. 2017). I. The Parties Krolick alleges that he is a “restaurant industry veteran” who has served as a consultant, board member, and advisor to well-established and start-up businesses in the restaurant, retail and “consumer-focused industries.” Dkt. 57 (“Amended Compl.”) 10. He previously worked as Chief Development Officer for Arby’s Restaurant Group and as Head of Mergers and Acquisitions for McDonald’s. Id. 11-12. Now, through his single-member company that he owns and operates, Tound & Drowth, LLC, Krolick “help[s] consumer-focused chains achieve their next level of success.” Id.
6, 11. Defendants Sloane and Perelman are the founders of Cambridge Franchise Holdings, LLC and Cambridge Franchise Real Estate, LLC (collectively, “Cambridge”), a “high profile and prominent multi-unit franchisee of various brands in the United States.” Id. 4. In April 2019, Carrols Restaurant Group purchased 165 Burger King restaurants and 55 Popeyes restaurants from Cambridge for $238,000,000. Id. II. The Yum! Brands Arrangement In November 2013, Defendants were working with GLG Research to find an executive with experience in the QSR industry who could assist them in establishing a new QSR franchise holding company. Id. 15. On November 4, 2013, a GLG representative emailed Krolick to inform him that Defendants were in the process of setting up a new QSR franchise holding company and ha[ve] already raised sufficient funds to do so. Their goal is to open 20-40 locations in the first year of operations and quadruple that within 5 or so years, ultimately holding between 100-150 locations…They are seeking a true partner, who will be given significant equity in the company. These two gentlemen have significant investing expertise, but need to connect an experienced quick service restaurant executive with franchise development experience and the operating knowledge and skills needed to make this successful. Id. 17 (emphasis omitted). The email also notes that the position “is an equity play with significant upside for the operator if he/she is successful.” Id. 18 (emphasis omitted). Between November 4, 2013, and January 26, 2014, Krolick engaged in telephone conversations with Defendants regarding the franchise industry. Id. 19. On January 27, 2014, Defendants retained Krolick “on a mutually agreed test basis for a limited two-week trial advisory engagement concerning an already-identified, multiple store potential opportunity with Yum! Brands at a discounted rate of $2,000 per week with a token $5,000 success fee based on the two weeks of effort.” Id. 20. This agreement was memorialized in writing. See Dkt. 64-1. The purpose of the trial engagement was to give the parties an opportunity to get to know one another. Amended Compl. 20. On February 18, 2014, Defendant Sloane paid Krolick $4,000 by personal check for the trial engagement. Id. 21. The Yum! Brands deal ultimately never materialized, however, and so the success fee was neither due nor paid. Id. 22. III. The Parties Allegedly Form a Business Plaintiffs assert that, “[a]t the conclusion of the trial engagement,” Defendants told Krolick that “they wanted to continue their relationship with Krolick continuing to serve in an advisory capacity” on an “as-needed” basis. Id.
