## Facts

- Jed Goldfarb worked as a research analyst providing investment advice, compensated solely by commissions.
- David Solimine discussed hiring Goldfarb to manage the Solimine family’s investment portfolio.
- Goldfarb testified Solimine promised employment beginning in mid-2013, with a base salary (about $250,000–$275,000) plus profit-sharing tied to Goldfarb’s investment advice.
- Goldfarb asked for a written term sheet, but no written agreement was executed.
- Goldfarb claimed Solimine assured him he “had a job,” and Goldfarb relied by resigning from his existing employment and providing investment advice to Solimine.
- Solimine later told Goldfarb he would not be employed, and Goldfarb sued.
- The trial court submitted the case to the jury on promissory estoppel, ruled the securities statute barred a contract-based suit absent a writing, and limited damages; the jury awarded $237,000.
- The Appellate Division affirmed liability, ordered a new damages trial to allow broader proof of reliance damages, and referenced a federal “family office” exception in its analysis.

## Issues

1. Whether the New Jersey Uniform Securities Law’s writing requirement and bar on suits “on the contract” precludes a promissory estoppel claim based on an oral promise of investment-adviser employment when the plaintiff seeks reliance damages.
2. Whether promissory estoppel permits benefit-of-the-bargain (expectation) damages based on the terms of the unwritten employment arrangement.
3. Whether a federal “family office” exception is incorporated into New Jersey’s definition of “investment adviser” for purposes of the state statute.

## Decision

- The court held the statutory bar on suits “on the contract” did not preclude a promissory estoppel claim seeking reliance damages because it is not an action to enforce the unwritten contract.
- The court held Goldfarb could not recover expectation/benefit-of-the-bargain damages; recovery, if any, must be limited to reliance damages caused by quitting his job and similar detriment.
- The court affirmed the promissory-estoppel liability judgment, remanded for a new trial limited to reliance damages, and disapproved the Appellate Division’s reasoning insofar as it treated the federal “family office” exception as incorporated into New Jersey law.

## Legal Principles

- A statutory prohibition on bringing a suit “on the contract” for an unwritten investment-advisory agreement bars contract enforcement and expectation damages tied to the agreement’s terms.
- Promissory estoppel is distinct from a contract action and may proceed to compensate detrimental reliance even when the underlying arrangement is not enforceable as a contract under a statutory writing requirement.
- In this context, promissory estoppel remedies are limited to reliance damages; awarding expectation damages would effectively enforce an unwritten advisory contract contrary to the statute.
- Later-enacted federal definitional exceptions are not treated as implicitly incorporated into an earlier-enacted state securities statute absent clear legislative direction.

## Conclusion

The court permitted a promissory estoppel claim based on an oral promise of investment-adviser employment despite the securities statute’s writing requirement, but limited recovery to reliance damages and rejected expectation damages as an improper end-run around the statute’s bar on contract-based suits.


Goldfarb v. Solimine, 245 N.J. 326, 245 A.3d 570 (N.J. 2021)