## Facts

- Rein J. Vander Zee, an attorney, was approached by the Savage/Fogarty Company (Savage) about assistance relating to lease negotiations involving the federal government.
- Vander Zee did not take on the matter himself but agreed to refer Savage to someone who could handle it and arranged an introductory meeting at his club between Savage’s representative and Kimon T. Karabatsos.
- The next morning, Vander Zee invited Karabatsos to Vander Zee’s home for breakfast.
- Vander Zee claimed that, during the breakfast meeting, Karabatsos orally agreed to pay Vander Zee one-third of any fees Karabatsos received from Savage for the work.
- At trial, Vander Zee testified to the alleged terms; Vander Zee’s wife testified as a witness to the breakfast conversation; and another witness testified about statements by Karabatsos consistent with a fee-splitting arrangement.
- Karabatsos performed services for Savage, received compensation, and did not pay Vander Zee the claimed one-third share.
- Vander Zee sued Karabatsos for breach of the alleged oral contract.
- A jury found for Vander Zee and awarded him one-third of the money Karabatsos received from Savage.
- After the verdict, the trial court entered judgment notwithstanding the verdict (JNOV), concluding there was no substantial evidence of an oral contract. Karabatsos also sought a new trial arguing the verdict was against the weight of the evidence and that damages were excessive; the trial court granted a new trial on weight-of-the-evidence grounds without addressing damages.

## Issues

1. Whether the evidence, viewed in the light most favorable to Vander Zee, was sufficient for a reasonable jury to find an enforceable oral fee-splitting contract, making JNOV improper.
2. Whether the alleged one-third fee-sharing agreement was unenforceable on public-policy grounds because it was treated as an improper contingent-fee or “influence” arrangement connected to dealings with the federal government.
3. If JNOV was reversed, what should happen to the trial court’s post-verdict new-trial ruling and any unresolved claim that the damages award was excessive.

## Decision

- The appellate court reversed the trial court’s entry of JNOV.
- The court held that Vander Zee’s testimony, corroborated by his wife and supported by other testimony, provided a legally sufficient basis for the jury to find that an oral contract existed; credibility disputes were for the jury, not the court on JNOV.
- The court rejected invalidating the agreement as a matter of public policy on this record, concluding the asserted referral/fee-sharing arrangement was not automatically barred simply because the underlying work related to negotiations involving the federal government.
- The case was remanded for the trial court to address the proper scope of any new-trial proceedings, including whether a new trial should be limited to damages and whether the damages award should be set aside as excessive.

## Legal Principles

- A court may grant JNOV only when, after drawing all reasonable inferences for the verdict winner, the evidence so strongly favors the moving party that reasonable jurors could not reach the verdict returned.
- In ruling on JNOV, the court may not resolve conflicts in testimony, judge witness credibility, or reweigh the evidence; those are jury functions.
- An oral contract may be enforced when there is evidence from which a jury can find mutual assent and consideration; corroborating testimony can supply substantial evidence of the agreement’s existence and terms.
- Public-policy limits directed at contingent-fee arrangements to secure government contracts do not automatically void a private referral or fee-sharing agreement between intermediaries where the record does not require a finding that the bargain depended on improper influence over government officials.
- When an appellate court reverses JNOV, the liability verdict stands unless a valid new-trial order requires further proceedings; the trial court must then determine what issues, if any, require a new trial, including preserved claims about excessiveness of damages.

## Conclusion

The court reinstated the jury’s verdict on liability because the trial evidence was sufficient for a reasonable jury to find an oral agreement for Vander Zee to receive one-third of Karabatsos’s fees from Savage, and the record did not compel invalidation of that agreement on public-policy grounds; it remanded for the trial court to determine whether any new trial should occur and, if so, whether it should be limited to damages and address any excessiveness challenge.


Vander Zee v. Karabatsos, 89 F.2d 441 U.S. 962 (1979)