Leslie Blau Co. v. Alfieri

Citation384 A.2d 859,157 N.J.Super. 173
PartiesLESLIE BLAU CO., a Division of Blau Mortgage Co., a New Jersey Corporation, Plaintiff-Respondent, v. Dominick ALFIERI et al., Defendants-Appellants, and Raymond E. Reitman et al., Cali Associates et al., Defendants-Respondents.
Decision Date28 February 1978
CourtNew Jersey Superior Court – Appellate Division

Irwin I. Kimmelman, West Orange, for defendants-appellants (Kimmelman, Lieb, Wolff & Samson, West Orange, attorneys; Ronald E. Wiss, West Orange, on the brief).

Jerome C. Eisenberg, Newark, for respondent Leslie Blau Co. (Clapp & Eisenberg, Newark, attorneys; Jeffrey W. Lorell, Newark, on the brief).

Richard E. Brennan, Newark, for respondents Raymond E. Reitman et al. (Shanley & Fisher, Newark, attorneys).

Joseph C. Nuzzo, Totowa, for respondents Cali Associates et al. (Nuzzo, Nuzzo & Buchanan, Totowa, attorneys).

Before Judges ALLCORN, MORGAN and HORN.

The opinion of the court was delivered by

HORN, J. A. D.

Plaintiff, a licensed real estate broker, sued for and recovered at the hands of a jury a judgment in the sum of $291,900 (later amended to $346,473.25 to reflect the addition of prejudgment interest) in this action predicated upon the theory that one or all of defendants tortiously interfered with its prospective advantage as a real estate broker.

Defendants named in the action, which was filed in January 1974, were Raymond E. Reitman, individually, and three corporations apparently controlled by him (the Reitman defendants); Angelo Cali together with certain named individuals and a corporation controlled by them (the Cali defendants); and Dominick Alfieri, individually, and M. Alfieri Co., Inc., a corporation (Alfieri Co.), together with others (the Alfieri defendants).

Each group of defendants answered plaintiff's complaint and crossclaimed for contribution and indemnification against the others. All defendants moved for summary judgment in their favor on the ground that they could not, as a matter of law, be responsible for real estate brokerage commissions on the facts presented. On February 17, 1976 the judge entered an order granting summary judgment only for the Reitman defendants, thereby dismissing the complaint and all crossclaims against them with prejudice. Application for leave to appeal by the Alfieri and Cali defendants was denied by us. The case proceeded to trial against the Alfieri and Cali defendants for eight days during the latter part of March and early part of April 1976. The jury returned the stated verdict for plaintiff against the Alfieri defendants, only, 1 which verdict was molded to the sum of $291,900. 2 The jury's verdict exonerated the Cali defendants. The Alfieri defendants unsuccessfully moved for a new trial on the ground that the verdicts were against the weight of the evidence and for judgment n.o.v. On June 28, 1976 the Alfieri defendants filed their notice of appeal from the judgment entered against them in favor of plaintiff and the judgment entered in favor of the Cali defendants, and from the summary judgment in favor of the Reitman defendants.

Plaintiff, as a licensed real estate broker, was at all times before and during the history of this litigation in the real estate business, specializing in industrial real estate brokerage, including factory sites, warehouse sites and industrial buildings. Before 1972 plaintiff had sold land to and for the Reitman defendants both in Newark and Camden. These defendants operated a wholesale liquor business under two names Galsworthy, Inc. and Reitman Industries and a real estate business under the name of Rockingham Realty. The principal figure of the Reitman defendants was defendant Raymond E. Reitman. Plaintiff's representatives in the transactions leading to this litigation were Theodore E. Stein and Bernard Zimmel.

For many years before 1968 the Reitman defendants' headquarters, including their warehouse, were located on Frelinghuysen Avenue in Newark, in premises originally located for them by plaintiff. In 1968, wishing to expand, they gave plaintiff Blau an assignment to find a new location for them either a new warehouse and office building or land upon which they could construct a new building. Although at first Reitman was interested in relocating to Middlesex or northern Union County, by 1972 his interest was narrowed to the West Essex County area. Blau undertook to find suitable land within the perimeter of the West Essex County area drawn by Reitman on a map which Reitman gave to Stein and Zimmel. By the summer of 1972, after the inspection of numerous properties suggested by plaintiff, Reitman's interest focused on an approximately 44-acre unimproved tract of land identified as Essex-Passaic Industrial Park in West Caldwell, which had been among those suggested by Stein. Reitman asked Stein for more information on the property.

Extensive investigation of the details of this property was conducted by plaintiff in the fall of 1972. The property was owned by Cali Well-Cald Associates, a partnership named as part of the Cali group of defendants. Negotiations looking toward a sale of all or part of the tract commenced in December 1972 between Angelo Cali and "Iggy" Seminara, both experienced builders and developers, as the active principals for the sellers, and Reitman and David Lowenstein, a vice-president of Galsworthy, Inc., for the Reitman defendants, as a result of plaintiff's bringing the parties together. Stein and Zimmel participated in these negotiations on behalf of plaintiff.

Initially Reitman, who acted for the Reitman defendants, was interested in buying 11 to 15 acres or in having Cali build the desired improvements and lease them back to Reitman with an option to purchase. Plaintiff arranged a meeting between Cali and Reitman on December 13, 1972. At this meeting Cali offered to sell the entire tract of approximately 40 acres, but the offer was rejected since the Reitman defendants were only interested in acquiring sufficient acreage to accommodate the construction of their proposed warehouse and offices. Cali quoted a price of $42,500 an acre net after commissions and told Stein that the price would be increased by whatever amount the broker was to be paid as commission.

With the statute of frauds (N.J.S.A. 25:1-9) in mind, on December 7, 1972 Blau wrote a letter to Cali confirming the December 13, 1972 meeting, which letter in part stated:

These people (Reitman defendants) have inspected the acreage which you own at the above captioned property and are interested in discussing the possibilities of acquiring a site suitable for a distribution center with an initial building of 150,000 sq. ft. and ultimate expansion to 200,000 sq. ft. They have inspected this site on several occasions with us and would now like to get together with you to see whether or not a satisfactory size piece can be purchased at a mutually agreeable price.

For the record, we wish to advise you that if you complete a sale of your property at the above address to the aforementioned companys (sic ) or any individuals representing them, or to any company affiliated with said companys (sic ), you will be obliged to pay us a commission equal to 10% Of the purchase price.

While they are not primarily interested in having a building built to suit on a lease basis, in the event some such arrangement develops you will be obligated to pay us a commission equal to 5% Of the total aggregate rental on the terms of any lease as well as any option, renewal, or extension periods as well as for the rental for any additional area constructed.

After that meeting Blau again wrote to Cali. Pertinently this letter stated:

Mr. Ray Reitman and his associates advised us that they were very anxious to secure from you as soon as possible the various proposals and avenues for working up a deal that were explored and discussed at the meeting. We are anxious, therefore, for you to come up with proposals for the outright purchase of twelve to fifteen acres, the possible erection of a building built to suit using the specifications which were given to you by Mr. Reitman. Such a building would be built on the basis of a long-term lease with an option to buy. There are also the possibilities for the construction by you of a building on a suitable site which would be sold by you upon completion. The fourth possibility of course was the outright purchase of your entire property.

As per our previous letter of December 7, please be advised for the record that you will be obligated to pay us a commission equal to 10% Of the selling price for any acreage sold to the above captioned companies, or any individuals representing it, or to any company affiliated with said companies.

In the case of a lease, you will be obligated to pay us a commission equal to 5% Of the total aggregate rental for the term of the lease and any options, renewals, extensions or revisions thereof, as well as any additions which might be added to the building in the future.

In the case of an outright sale of a building which you would construct, the commission would be equal to 5% Of the total selling price.

Reitman had not decided whether he wanted to purchase the land, wanted Cali to construct a building to lease to him or wanted to combine a short-term lease with an option to purchase. Therefore, on January 5, 1973, the Cali defendants submitted a number of proposals to Reitman in an effort to crystalize the purchaser's thoughts about the property. Cali prepared drawings of possible buildings which could be built on the property, and he provided alternative financial arrangements, such as sale of land, sale of land and buildings, lease with an option to buy, etc. Reitman remained indecisive as to how to proceed. On February 22 representatives of Cali, Reitman and Blau met at the office of David Mandelbaum, the attorney engaged by Reitman, to discuss the possible transaction. Although Reitman objected to...

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