## Facts

- Mark J. Podlin, a New York-licensed real estate broker residing in Georgia, sought work with the Ghermezian family’s Triple Five entities.
- Podlin alleged that he met with Nader Ghermezian in New York and was offered compensation consisting of a salary plus a 10% commission on deals he brought in, contingent on family approval.
- Podlin claimed the family would hire him as a senior executive if he succeeded in helping Triple Five acquire the Meadowlands/Xanadu development project in New Jersey.
- Podlin worked briefly from Triple Five’s headquarters in Edmonton, Alberta, without a written employment contract, and alleged he performed services largely by contacting and communicating with people in New Jersey regarding the project.
- Podlin left after about a month, asserting he had not received a salary or contract.
- Triple Five later acquired and then fully controlled the Meadowlands/Xanadu project (later rebranded).
- Podlin and his company sued seeking a 10% share of the project’s value (or equivalent compensation), asserting contract and quasi-contract theories.

## Issues

1. Under New York choice-of-law rules applicable in diversity, whether New York or New Jersey law governs claims for compensation tied to services related to a New Jersey real estate project.
2. Whether New Jersey’s real estate broker-licensing statute bars recovery of compensation by a plaintiff not licensed as a New Jersey broker, even if the claims are pled as employment, consulting, unjust enrichment, or quantum meruit.
3. Whether allegations supported application of a narrow New Jersey exception permitting recovery for a personal-property component of a transaction.

## Decision

- The Second Circuit affirmed dismissal under Rule 12(b)(6).
- Applying New York’s “most significant relationship” approach, the court held New Jersey law governed because the project was located in New Jersey and the alleged performance was directed primarily to New Jersey.
- The court held New Jersey’s broker-licensing statute barred Podlin’s claims for compensation tied to activities requiring New Jersey broker licensure.
- The court rejected attempts to avoid the statute by recharacterizing the arrangement as employment or consulting where the primary purpose alleged was securing a New Jersey real estate deal.
- The court held the complaint did not plausibly allege a separable personal-property component sufficient to invoke the limited New Jersey exception.

## Legal Principles

- In diversity cases, a federal court applies the forum state’s choice-of-law rules; for contract-related disputes in New York, courts apply the “center of gravity/most significant relationship” test.
- When the subject matter is New Jersey real property and performance is primarily directed to New Jersey, New Jersey may have the most significant relationship even if negotiation occurred elsewhere.
- Under N.J.S.A. 45:15-3, an unlicensed person may not sue to recover compensation for services that require a New Jersey real estate broker’s license.
- The licensing bar applies to claims styled as contract or quasi-contract when the compensation sought is for brokering or securing a New Jersey real estate transaction.
- A limited exception for compensation tied to a personal-property component requires specific factual allegations showing a recoverable personalty portion distinct from the real estate services.

## Conclusion

The court applied New Jersey law and held that New Jersey’s broker-licensing statute barred an unlicensed broker’s contract and quasi-contract claims seeking a commission-like share of value for services aimed at securing a New Jersey real estate development project.


Podlin v. Ghermezian, 601 F. App’x 31 (2d Cir. 2015)