Boy, Did I Get A Wrong Number

The New York Appellate Division for the Second Judicial Department affirmed the defendant’s judgment in a lawyer-lawyer dispute

In 1998, the plaintiff, Blatt &Koppelman, P.C. (hereinafter Koppelman), entered into a written license agreement with Bruce Davis for the exclusive right to receive calls made to the phone number 1-800-LAWYERS (hereinafter LAWYERS) from certain counties in the Hudson Valley in exchange for the payment of certain monthly telephone costs and license fees. The written agreement stated that Davis could not terminate the agreement except for cause based upon a nonpayment by Koppelman.

For more than a decade, Koppelman received the LAWYERS calls and signed up clients accordingly. Then, in or about late 2011, Koppelman sought to assign rights under the agreement to another attorney in exchange for an upfront payment and a percentage of the fees generated from future LAWYERS calls over a fixed period. Neither Koppelman nor Davis retained a copy of the operative 1998 agreement, but it was understood that the agreement did not give Koppelman the right to assign its license to another. As a result, beginning in November 2012 and continuing through January 2013, Koppelman offered Davis proposed written agreements memorializing their relationship to date and including a term whereby Koppelman would be permitted to assign the license. Davis refused to sign.

Meanwhile, around late 2012 and early 2013, the defendant, Peter E. Tangredi, Esq., doing business as Peter E. Tangredi & Associates (hereinafter Tangredi), and Koppelman began negotiating the terms of a transfer from Koppelman to Tangredi of Koppelman’s exclusive rights under the license agreement permitting Tangredi to receive the LAWYERS calls from Davis in exchange for $125,000. On an oral agreement, as an initial trial of the service, Koppelman directed LAWYERS callers to call Tangredi’s office or provided Tangredi with the caller information. Koppelman and Tangredi agreed to share certain costs of calls and licensing and to share fees on cases originating during this trial period. However, Koppelman and Tangredi understood that Davis’s written approval was necessary to effectuate the final assignment.

After Koppelman and Tangredi reached an agreement

In a letter dated March 15, 2013, Davis wrote to Koppelman: “This letter will confirm that I will allow [Tangredi] to have the exclusive right to receive the incoming calls from the same area that you now have, Westchester and Rockland counties, on the telephone number 800 LAWYERS. The relationship will be on a month-to-month basis, in exchange for payment of actual telephone charges plus the license fee that you have been paying, which now stands at $2,249.44 per month.” On March 16, 2013, Koppelman sent this letter to Tangredi along with a letter from Koppelman indicating that this constituted Davis’s consent pursuant to the 2013 agreement and that Koppelman would be transferring the LAWYERS calls to Tangredi’s office on March 22, 2013, at midnight.

In a letter dated March 22, 2013, from Tangredi to Koppelman, Tangredi stated: “I have spoken with Bruce Davis concerning his written consent. While he is amenable to my assuming the contract, he will not give me written approval. I was disappointed with his attitude toward our agreement. Therefore I must request, pursuant to our agreement, that you obtain his written consent in order to move forward. In addition, I must have a copy of the contract between you and Bruce Davis. I cannot be responsible for a contract that I do not have. Both of these requests are necessary in order for me to continue with 1-800-Lawyers.”

Koppelman nevertheless had Davis transfer the LAWYERS calls to Tangredi. Tangredi’s office began receiving LAWYERS calls. Tangredi did not pay Davis for the months of April, May, or June, and, in June 2013, Davis terminated the service.

Koppelman sued Tangredi, lost and here appeals.

Affirmed

We agree with the Supreme Court’s determination that the March 15, 2013 letterfrom Davis to Koppelman did not amount to “written approval” as contemplated in the 2013 agreement. The Davis letter materially restricted the transfer of the licensing rights from perpetual to month-tomonth. Thus, pursuant to the 2013 agreement’s terms, Tangredi had the authority to cancel the agreement. 

(Mike Frisch)