## Facts

- Intercontinental Planning, Ltd., a New York-based business intermediary, introduced Daystrom, Inc. (a New Jersey corporation) to Rochar Electronique (a French company) at a meeting in New York City.
- Daystrom agreed in principle to pay Intercontinental a finder’s fee if a suitable business relationship with Rochar was established.
- Intercontinental later executed a written finder’s-fee agreement in New Jersey that contemplated Daystrom’s acquisition of Rochar.
- Daystrom did not acquire Rochar; Schlumberger later acquired Rochar.
- Intercontinental claimed Daystrom’s president orally agreed to extend the finder’s-fee arrangement to cover a different deal in which Schlumberger would acquire Daystrom.
- After Schlumberger acquired Daystrom, Intercontinental sued for a multi-million-dollar commission allegedly owed for the Schlumberger–Daystrom transaction.
- The trial court granted summary judgment to defendants, holding the claim barred by New York’s Statute of Frauds; the Appellate Division affirmed.

## Issues

1. Whether New York or New Jersey law governed the contract claim for a finder’s fee arising from the Schlumberger–Daystrom acquisition.
2. If New York law applied, whether a writing satisfied the Statute of Frauds for the claimed fee, including any alleged oral extension to a separate transaction.

## Decision

- The Court of Appeals affirmed summary judgment for defendants.
- New York law governed under an interest/contacts analysis emphasizing New York’s connections to the finder and the transaction.
- New York’s Statute of Frauds barred enforcement because the writing covered only a potential Daystrom–Rochar transaction and did not cover the later Schlumberger–Daystrom acquisition.
- The alleged oral extension to cover the Schlumberger–Daystrom transaction was itself subject to the Statute of Frauds and unenforceable without a sufficient written memorandum.

## Legal Principles

- In contract conflicts, New York applies an interest-based “center of gravity” approach, weighing relevant contacts and the states’ policies implicated by the dispute.
- New York’s Statute of Frauds requires a signed writing for agreements to pay compensation for negotiating or finding business opportunities; the memorandum must state the material terms, including compensation.
- A writing limited to one contemplated transaction does not satisfy the Statute of Frauds for a different transaction.
- An oral modification or extension that would add a new finder’s-fee obligation for a separate deal is unenforceable absent a writing that satisfies the Statute of Frauds.
- Summary judgment is proper where, even accepting the claimant’s version of disputed events, the claim fails as a matter of law under the Statute of Frauds.

## Conclusion

The court applied New York law based on New York’s substantial contacts and policy interest in screening commission claims, and held that a finder could not recover for a separate acquisition transaction where the alleged fee obligation rested on an oral extension not memorialized in a writing meeting the Statute of Frauds.


Intercontinental Planning, Ltd. v. Daystrom, Inc., 24 N.Y.2d 372, 248 N.E.2d 576 (N.Y. 1969)