A legal recruiter cannot collect a fee of nearly $730,000 from Philadelphia-based Blank Rome in connection with a merger the law firm first rejected and then completed with the assistance of a competing placement firm, a New York appeals court has ruled.
In an unsigned, unanimous ruling, the Appellate Division, 1st Department, concluded that a series of e-mails exchanged between Mark Bruce International Inc. and Blank Rome approximately 10 months before the Philadelphia firm joined forces with New York-based Healy & Baillie, a 28-lawyer maritime firm with an international presence, did not amount to an enforceable contract.
In affirming Supreme Court Justice Herman Cahn’s dismissal of Mark Bruce’s suit, the panel ruled in Mark Bruce International Inc. v. Blank Rome, LLP, 155, that the “exchange of e-mails, which did not set forth the fee for plaintiff’s services or an objective standard to determine it, was too indefinite to be enforceable.”
Robert Lehrman, the executive vice president of Mark Bruce, e-mailed Blank Rome about the prospect of merging with a maritime law and insurance litigation firm in October 2005.
In a subsequent e-mail to Lehrman, David F. Girard-diCarlo, Blank Rome’s former chairman, agreed to pay Mark Bruce a “reasonably determined” merger fee if the deal went through.
However, after two maritime partners at Blank Rome expressed doubt about the proposed merger, negotiations between Blank Rome and the search firm came to a close.
Meanwhile, Healy & Baillie had enlisted another placement firm, Major, Lindsey & Africa, to market the maritime firm to prospective merger candidates.
On Nov. 4, 2005, a recruiter from Major Lindsey contacted Michael Mullman, the administrative partner of Blank Rome’s New York office, to gauge whether the firm had an interest in joining forces with Healy & Baillie.