New Capital Solutions, LLC v. KOSL Properties, LLC

Syllabus

New York Real Property Law (§ 442-d) provides that a person not duly licensed as a real estate broker in the state of New York may not maintain an action to recover compensation for real estate brokerage services rendered in any place in which the statute is applicable. The plaintiff, a brokerage firm with a principal place of business in Con- necticut, appealed from the trial court's judgment for the defendants, a New York limited liability company, K Co., and its managing member, B, on the plaintiff's breach of contract claim. The plaintiff and K Co. contracted for the plaintiff to find a lender willing to make a loan to K Co., to be guaranteed by B, for the purpose of refinancing a mortgage on real property in New York. The plaintiff claimed, inter alia, that the court erred in applying § 442-d in the absence of proper notice from the defendants in accordance with the rule of practice (§ 10-3), which requires notice that sufficiently apprises an opposing party that it intends to rely on a particular statute. Held: The trial court did not improperly engage in a choice of law analysis, as the plaintiff had adequate notice, pursuant to Practice Book § 10-3, that the choice of law issue and the applicability of New York Real Property Law § 442-d were before the court, and the plaintiff had a full and fair opportunity to address those issues. The trial court properly determined that New York Real Property Law § 442-d barred the plaintiff's claims, as there was no dispute that the plaintiff did not hold a New York real estate broker license and, although physically located in Connecticut, acted as an agent for K Co., its New York principal, and, through electronic means, performed real estate brokerage services on K Co.'s behalf by soliciting, negotiating with, and ultimately applying for a loan with a lender that was at all relevant times in New York, to be secured by K Co.'s New York real property, and the plaintiff's representative traveled to New York to attend a m