Commercial dispute arising from an insurance brokerage joining a broker network.
The plaintiff alleged that an enforceable agreement existed under which it would receive a 25% ownership interest in the brokerage and 7.5% of commissions in exchange for services and access to insurance markets and systems.
The defendants argued that no binding agreement was formed because formal documents were never signed.
The court held that the parties reached agreement on essential terms and manifested an intention to be bound through conduct, including issuance of shares, regulatory arrangements, and operational participation in the network.
The defendants repudiated the agreement, and the plaintiff was entitled to damages for breach of contract and additional recovery on a quantum meruit basis for a post-repudiation period.
