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P and his associate, Darius Kapadia, purchased a rundown property with the intention of renovating and operating the hotel. They could not obtain sufficient financing to complete the project. Steven Novick, an experienced developer, approached P concerning a possible purchase of the property. Novick brought Wilf (D) into the picture. Wilf (D) was described as a 'deep pocket partner,' whose financial means could help ensure the success of the project. A contract with a purchase price of $ 3,840,000 for the real estate, a liquor license, and miscellaneous assets connected with the hotel's operation was signed by a corporation formed by the purchasers, known as Goldberger, Moore & Novick, Trenton, No. 2, Inc. (hereinafter, the Corporation). As part of the deal, P would receive a 'consulting fee' of $ 27,000 per year, payable monthly for sixteen years. P would not be required to spend more than two days per month in consultations. P claims the consultation payments were, in reality, an additional part of the payment price, structured as they were to provide tax benefits to the Novick/Goldberger/Wilf group. In addition, P was to receive from the project two and one half percent of 'annual net cash flow after debt service.' The Corporation was the purchaser, and it also signed the consultant agreement with P. The contract documents authorized the corporation to assign its property interests, as well as the consulting contract, to another entity. The day after closing, the Corporation did that by assignment to a limited partnership named Goldberger, Moore & Novick, Trenton, L.P., (hereinafter 'the Limited Partnership'). The Limited Partnership consisted of one general partner--the Corporation, which owned 4.9 percent of the limited partnership. In addition, it had four limited partners: an entity known as Midnov, owned by Novick and Goldberger, which held a 42.7 percent interest; another entity known as Capitol Plaza Associations (CPA), controlled by D and his family and described further below, which also owned 42.7 percent; George Albanese, a former State official, who held a 5.1 percent interest; and P who owned a 4.9 percent interest. The stock of the Corporation was owned fifty percent by Midnov (Novick and Goldberger's entity) and fifty percent by CPA (the D family entity). Goldberger became president of the Corporation; D was vice president; Novick was secretary/treasurer, and Bernadette Lynch was assistant secretary. All of D's interests in both the Limited Partnership and the Corporation were held through his family entity, CPA. CPA was a general partnership, and D was one of the general partners. Other family members were also general partners in CPA, D was clearly its guiding and dominating force. The Limited Partnership began its attempts to secure both state leases for the property and a $9.5 million mortgage to finance the required renovation. D was the leader in that operation as he was in all aspects of the project. D maintains that in doing so, he was functioning as vice president of the Corporation, which was the only general partner of the limited partnership. D claims that the Limited Partnership was operating (as it was required to do) through its general partner. Since that general partner was a corporation, the Corporation was, in turn, operating in the only way that a Corporation can operate: by the actions of its officers and agents. D maintains that Goldberger and Novick soon abdicated most responsibility and simply stopped functioning as corporate officers. D was left to function as the responsible corporate officer. The Limited Partnership and the Corporation operated informally. There were few, if any, corporate meetings, resolutions, or minutes. D was less than meticulous in affixing his corporate title to documents or other papers, which he says he signed as an officer of the corporate general partner. P makes no claim that D was operating in some other capacity, or that he believed D or CPA were undertaking any personal responsibility or liability for any part of the project. The Limited Partnership made monthly consultation payments for approximately two years. In March 1988, the payments were stopped at D's direction. An additional $12,000 was paid in May 1989, but thereafter no further payments were made. D stated that the money was needed for renovation. P complained to Novick, and Novick promised to discuss the matter with D. D continued to maintain that P should receive no further payments. The Limited Partnership did obtain the $9.5 million renovation loan. By January 1987, those funds were exhausted, and more money was needed. D claims he invested an additional $565,000 in the project through his own company, and he then obtained a $2.8 million mortgage loan from First Chicago Bank, which he, his brother, and Goldberger personally guaranteed. D subsequently paid off that mortgage, but--presumably to repay his $565,000 investment and his payoff of the First Chicago loan--he took a $ 3,063,000 mortgage from the Limited Partnership, covering the office building/hotel. The project failed. The Limited Partnership and the Corporation filed for bankruptcy, as did Novick individually. P sued D, claiming that D had become the 'surviving partner and owner of the partnership assets.' P filed an amended complaint naming as defendants D, CPA, the Limited Partnership, and the Corporation. D moved for summary judgment dismissing the complaint as to him, which the motion judge granted on December 23, 1996. The trial against the other defendants began. The jury returned a $456,801 verdict against the Limited Partnership and the Corporation, to which sum the trial court added pre-judgment interest. The court found that CPA was also liable to P for the $456,801, and entered judgment against it for that amount. P appealed seeking reversal of the judgment in favor of D. A cross-appeal was filed by CPA, by the Limited Partnership. and by the Corporation. CPA then appealed on its own because the other two declared bankruptcy.

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