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European Sch. of Econ. Found. v. Teknoloji Holdings A.S.

United States District Court for the Southern District of New York

May 4, 2011, Decided; May 4, 2011, Filed

08 Civ. 2235 (TPG)

Opinion

Plaintiffs European School of Economics Foundation ("ESEF") and ESE NYC, Inc. d/b/a European School of Economics ("ESE NYC"), together "ESE," bring this action against defendants Teknoloji Holdings A.S.  [*2] and Mehmet Emin Hitay for a declaratory judgment that the parties entered into a binding contract, and that pursuant to that contract, plaintiffs are entitled to retain a €500,000 payment which defendants made to plaintiffs. Defendants have filed a counterclaim seeking the return of the €500,000, based on the theory of unjust enrichment.

The action has been tried by the court without a jury. This opinion constitutes the court's findings of fact and conclusions of law.

The court finds that plaintiffs are entitled to a declaratory judgment that they may retain the €500,000. The counterclaim is dismissed.

Facts

Plaintiff ESEF is a New York State not-for-profit foundation. Plaintiff ESE NYC is a New York State educational corporation. Together they are engaged in developing innovative schools of economics abroad.

Defendant Teknoloji Holding is a foreign holding company existing under the laws of the Republic of Turkey, with a principal place of business in Istanbul, Turkey. Defendant Hitay is the principal of Teknoloji Holding and a citizen and resident of the Republic of Turkey.

On November 17, 2007, at a conference in Istanbul, Turkey, Hitay met an officer of plaintiffs named Stefano D'Anna.  [*3] On November 20 Hitay and D'Anna met again at a dinner hosted by Hitay.

D'Anna was executive vice-president of ESEF. He was director of ESE. D'Anna was the author of a book entitled "School for Gods," which was apparently a best-seller in Turkey and which Hitay had read and admired.

On November 21, D'Anna and Hitay met at Hitay's office. The two discussed the possibility of opening a branch of the European School of Economics in Turkey. Hitay's assistant made minutes of what occurred at the meeting. Both sides in the present lawsuit agree that D'Anna and Hitay reached an oral agreement at this meeting for the establishment of the institution in Turkey. Part of this agreement was that Hitay's company, Teknoloji, would have the right to use the name of the European School of Economics and its logo. It was agreed that Teknoloji would pay ESE a total of one million euros—50% "upfront," and the other 50% over five years.

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2011 U.S. Dist. LEXIS 47691 *; 2011 WL 1742017

EUROPEAN SCHOOL OF ECONOMICS FOUNDATION and ESE NYC, INC. d/b/a EUROPEAN SCHOOL OF ECONOMICS, Plaintiffs, — against — TEKNOLOJI HOLDINGS A.S. and MEHMET EMIN HITAY, Defendants.

Prior History: European Sch. of Econs. Found. v. Teknoloji Holdings A.S., 2010 U.S. Dist. LEXIS 32153 (S.D.N.Y., Mar. 31, 2010)

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