Full opinion text
MEMORANDUM OPINION BERYL A. HOWELL, District Judge. This case concerns the nature of the relationship between two parties involved in the formation of “The Ed Show” — a political news commentary television program hosted by the defendant, Ed Schultz, on MSNBC. The plaintiff, Michael Queen, claims that he was left out of the show when it was brought to air on MSNBC, and as a result he brings five causes of action against the defendant: breach of contract, breach of implied-in-fact contract, fraud in the inducement, tortious interference with a business relationship, and intentional infliction of emotional distress. The plaintiff claims, in essence, that he and the defendant were engaged in a joint enterprise to put the defendant on television and that, as a result, he is now entitled to twenty-five percent of the profits earned by the defendant as a result of the “The Ed Show.” The defendant, in turn, makes three counterclaims all sounding in tort: fraud in the inducement, libel, and slander. The defendant seeks damages for what he claims were false promises made to keep him involved in the project and retributory actions taken after it became clear that the plaintiff would not be involved in “The Ed Show.” Pending before the Court are two motions for summary judgment filed by the defendant and a cross-motion for partial summary judgment filed by the plaintiff, which in combination seek dismissal of all claims and counterclaims. For the reasons stated below, the Court grants all three motions. I. BACKGROUND The plaintiff alleges that in 2007, while working for NBC in Washington, D.C., he developed an idea for a television show featuring the defendant, who at that time was a radio talk show host. Compl. ¶¶ 5, 8, ECF No. 1. Although the plaintiff and the defendant had yet to meet, id. ¶ 6, in January 2008 the plaintiff says he spoke to the late Timothy Russert, “who at that time was the Senior Vice President of NBC News and Washington Bureau Chief, pitching the idea for an NBC television show” featuring the defendant. Id. ¶7. In January 2008, according to the plaintiff, he and the defendant met for the first time, when the plaintiff gave the defendant a tour of the NBC Washington office building. Id. ¶ 9. It was during that tour that the plaintiff allegedly first pitched the idea for the show to the defendant, and in response the defendant allegedly expressed interest in moving forward with the show’s development. Id. ¶ 10-11. Taking the defendant’s interest as a green light, the plaintiff began developing and pitching the show in earnest. The plaintiff claims that he continued to meet with Russert to develop the show, he created a “demonstration reel” of the defendant’s guest appearances on other programs, and he brought in a former NBC News coworker, Max Schindler, to help develop the show. Id. ¶¶ 14, 16-18; see also Decl. of Max Schindler (“Schindler Decl.”) ¶ 2, ECF No. 24-1. Between March and June of 2008, the plaintiff claims that he, the defendant, the defendant’s attorney Jeffrey Landa, and Schindler engaged in a number of communications via telephone and e-mail, attempting to negotiate a contract that would govern the process of their joint development of the proposed show. Compl. ¶¶ 19-26, 28-29, 45-48; Pl.’s Opp’n to Def.’s Mot. Summ. J. (“Pl.’s First Opp’n”) Exs. 1, 3-4, 6, 9-11, 14, EOF No. 24-4. The first recorded communication in this regard took place on March 5, 2008, when the defendant sent the plaintiff an email saying that he would “agree to a 50-25-25 percentage formula of profits after expenses of the show.” PL’s First Opp’n Ex. 1. Although not specified in the e-mail, the implication was that 50% would go to the defendant, 25% would go to the plaintiff, and 25% would go to Schindler. On March 16, 2008, Landa sent the plaintiff an e-mail expressing agreement in principle to having the defendant sign a partnership agreement whereby the defendant, the plaintiff, and Schindler would form a “partnership or corporation ... for any television broadcast opportunities that occur as a result of this agreement,” with final terms to be executed within 30 days. Id. Ex. 14. The written partnership agreement contemplated by Landa’s e-mail, however, was never executed. Landa also sent the plaintiff a second email on the same day, March 16, 2008, entitled “Proposed Agency Agreement.” Id. Ex. 3. The second e-mail purported to memorialize an exclusive representation or agency agreement, granting the plaintiff and Schindler exclusive authority to negotiate a television show on behalf of the defendant with CNN. Id. It further provided that if such a show were successful, “Ed Schultz will enter into an exclusive agreement with [Michael Queen and Max Schindler] for the production of that show at terms to be negotiated according to industry standards.” Id Sometime after March 16, 2008, Schindler left the project and encouraged the plaintiff to do so as well, citing a lack of trust in the defendant as the reason for his departure. Schindler Decl. ¶ 3 (“I did not trust Mr. Schultz. I warned Mike that it was my belief he should abandon this project with Schultz or he would regret it.”). Apparently, the departure of Schindler, and the reason for his departure from the project, prompted the defendant to provide assurances to the plaintiff. Pl.’s Statement of Material Facts as to Which There Exists a Genuine Issue Necessary to Be Litigated (“Pl.’s Statement of Material Facts”) ¶¶ 12-13, ECF No. 24. Specifically, oh April 5, 2008, the defendant personally e-mailed the plaintiff assuring him: “I will not do a TV deal without your involvement and that includes financial involvement.” PL’s First Opp’n Ex. 4; see also id. Ex. 11 (June 8, 2008 e-mail from Schultz to Queen stating “I really want you to be a partner but you seem to have a hard time trusting me and understanding that”). Assuaged by the defendant’s assurances, the plaintiff says that he then began contacting television networks to “pitch” the idea of a show starring the defendant. Compl. ¶¶ 30-42. The plaintiff alleges that: he met with Jeff Zucker, CEO of NBC Universal, in late March or early April 2008; he sent the demonstration reel of the defendant to Benjamin Silverman, chairman of NBC Entertainment, on April 17, 2008 and followed up to ensure that he saw the proposal; he wrote to Roger Ailes, Chairman of FOX Media Group, on April 22, 2008, to pitch the show; and he emailed Phil Griffin, President of MSNBC, on April 28, 2008, to pitch the show. Id. Despite these efforts, the plaintiff was unable to secure a show for the defendant through any of these communications. In parallel with his efforts to “pitch” the show idea to various networks, the plaintiff began making arrangements to produce and film a pilot episode of the proposed show, presumably to aid the plaintiffs ongoing marketing efforts. See id. ¶¶ 41-43. Although the defendant promised to “pay for [the pilot],” PL’s First Opp’n Ex. 11, the plaintiff claims that he initially paid the expenses for the pilot himself, which totaled $11,500. See Compl. ¶¶ 48-49. While the preparations for the pilot were under way, the plaintiff sent an e-mail to Landa on May 29, 2008, outlining proposed contract terms relating to the show being developed in the pilot. See PL’s First Opp’n Ex. 6. In that e-mail, the plaintiff proposed that he and the defendant would enjoy “[e]qual ownership” of the show, that the plaintiff “would receive an amount equal to 10% of Ed’s television salary for the duration of any TV production formed from this agreement,” and that the plaintiff “would be included in any television enterprise.” Id. Landa responded three days later, on June 1, 2008, stating that he would discuss the proposal with the plaintiff, but that “30% ownership [i.e., equal ownership] in my opinion is out of the question.” Decl. of Jeffrey Landa (“Landa Decl.”) Ex. 7, ECF No. 25-1. Landa sent yet another email to the plaintiff on June 6, 2008 stating once again that “30% ownership by you is out of the question” and adding that “Ed is not interested in having your ‘salary’ based on his ‘salary.’ ” Pl.’s First Opp’n Ex. 9. Also prior to the pilot being shot, the plaintiff and defendant discussed their intentions to draft an agreement memorializing their joint venture to produce the pilot and an “understanding about moving forward after the pilot.” See id. Exs. 10-11. It appears, however, that no such agreement was ever memorialized. Nevertheless, the pilot was shot in Washington, D.C. on June 26, 2008, and the plaintiff claims that the defendant then shipped copies of the pilot “throughout the industry in an attempt to promote the show.” Compl. ¶¶ 50-51. Despite his promises to “pay for [the pilot]” in June 2008, see PL’s First Opp’n Ex. 11, the defendant refused to pay NBC when payment was requested in February 2009, see id. Ex. 13 (responding to NBC’s demand for payment: “Tell em to sue us .... ”), and waited until May 2009, to reimburse the plaintiff $12,000 for the costs of producing the pilot, see Decl. of Jeffrey Landa in Supp. Def.’s Reply to Mot. for Pro Hac Vice Admission Ex. 8, ECF No. 23-1. After the pilot was completed, on August 11, 2008, the plaintiff alleges that he “pitched” the show to Allan Horlick, President and General Manager of WUSA TV 9, the CBS affiliate station in Washington, D.C. Compl. ¶ 52. The apparent intention of this “pitch” was for the plaintiff and defendant to raise capital to produce the show themselves and then syndicate the show on WUSA. See Landa Decl. Ex. 19. During this stage of the process in December 2008 to January 2009, the defendant was still living in North Dakota, and thus the plaintiff alleges that he and a friend of the plaintiffs (Susan O’Connell) acted as the defendant’s “agent[s]” in Washington, D.C. by searching for, securing, and furnishing an apartment for the defendant and his wife in the Washington area. See Compl. ¶¶ 53-57. On January 18, 2009, the defendant and his wife moved from Fargo, North Dakota to Washington, D.C. Id. ¶ 59. According to the plaintiff, this move was for the Schultzes “to live and to foster their growing TV prospects.” Id. After the Schultzes relocated to Washington, the plaintiff alleges that he and O’Connell continued to assist them by providing them with the use of a car at no charge. Id. ¶¶ 60-63. The plaintiff also claims that in February 2009, Horlick “offered Ed Schultz the show with Michael Queen as Executive Producer,” and that the deal struck between Horlick, the defendant, and the plaintiff in March 2009 was for the plaintiff and the defendant to rent the WUSA studio for one year and work on a syndication deal, with the defendant and the plaintiff being the “owners” of the show. Id. ¶¶ 64-66. The defendant, however, recalls the December 2008 to March 2009 time period quite differently. According to him, he never had any agency relationship with the plaintiff or O’Connell with regard to securing an apartment or any other purpose. Answer ¶ 53. He also says that he reimbursed the plaintiff and O’Connell for their assistance, including $361.21 for groceries and other items and that he repeatedly offered to compensate O’Connell for the use of her vehicle. Id. ¶¶ 55-56, 62-63. More fundamentally, the defendant alleges that he and his wife relocated to Washington, D.C. at their own expense based upon the plaintiffs “fraudulent assurance that Schultz would secure a contract with WUSA for a syndicated Sunday morning television show,” which never materialized. Id. ¶ 59. He also alleges that the only offer Horlick ever gave him was “the opportunity to rent studio space from WUSA wherein Schultz could produce the proposed Sunday morning television show at Schultzf’s] expense.” Id. ¶ 64. After the attempted deal with Horlick and WUSA fell through, an opportunity for a television show began to develop with MSNBC. On March 13, 2009, the plaintiff wrote the defendant to discuss the “long over due business” of settling on a formal agreement that would compensate the plaintiff for his work in developing the show. Landa Decl. Ex. 11. In that email, the plaintiff wrote: “We have discussed and agreed to ownership, that is my renumeration [sic] would be 12%. Does that apply to the MSNBC opportunity as well? In other words, would my pay come from that percentage of your salary?” Id. As the Horlick deal faded and the MSNBC opportunity began to come into focus, the plaintiffs communications displayed an increasing concern that he was being shut out of the process. In a March 29, 2009 email to O’Connell, the plaintiff lamented that “[o]bviously it would have been better if all concerned had in advance, written contracts spelling out everything.” Id. Ex. 13. On April 2, the plaintiff once again emailed O’Connell, expressing his concerns that the defendant’s communications had become more sporadic and standoffish, and noting that the defendant had not given the plaintiff any public credit for his help in getting “The Ed Show” on the air. Id. Ex. 15. In that same April 2 e-mail, he told O’Connell that he was “a little nervous” about his financial compensation and that he “might get a small % of [the defendant’s] salary ($300K),” but “[w]ith no written agreement ... all bets are off.” Id. Some time at the end of March or beginning of April 2009, Phil Griffin, President of MSNBC, called the defendant directly, “almost a year” after turning down the plaintiffs pitch for a television show featuring the defendant. See Decl. of Michael Queen (“Queen Decl.”) ¶ 24, ECF No. 24-3. Griffin offered the defendant a television show, the defendant accepted, and he began hosting “The Ed Show” on MSNBC, which aired for the first time on April 6, 2009. Compl. ¶67; Answer ¶67. “The Ed Show” is owned, operated and produced by MSNBC, and the defendant appears on the program as an independent contractor, pursuant to a contract between Ed Schultz Productions, LLC and MSNBC. Def.’s Statement of Material Facts as to Which There Is No Genuine Issue (“Def.’s Statement of Material Facts”) ¶¶ 38-39, ECF No. 31-1. After the deal was complete, the plaintiff requested that the defendant mention his name on the air, in recognition of the efforts he had expended to develop and pitch the show, see Landa Decl. Ex. 14, but the defendant apparently refused to do so, opting instead to give thanks to a list of individuals from which the plaintiff was conspicuously absent, see id. Ex. 15. From May 2009 on, the relations between the plaintiff and the defendant truly began to sour. On May 10, 2009, the plaintiff wrote to the defendant once again in the hopes of finalizing his compensation, saying that “we are overdue for a written agreement.” Id. Ex. 17. In this email, the plaintiff stated that his “only claim is that which we have already agreed to verbally,” which he said was a “12% stake in the partnership (i.e., 12% of gross income from TV Show considering aforementioned concessions above.).” Id. The defendant replied that same day, recounting his understanding of the events leading up to that point in an apparent attempt to set the record straight on what the plaintiff was owed (or, rather, not owed). See id. Ex. 18. The defendant’s e-mail clarified that, in fact, there were two separate ventures being pursued. One venture was a possible deal with a national TV network whereby the network would produce and own the rights to a show of unspecified format, and the defendant would be the on-air talent and would be compensated with an annual salary. The other venture was a possible Sunday morning show that would be owned and produced by the plaintiff and the defendant. See also id. Ex. 19. The defendant stated in his May 10, 2009, e-mail that (1) he would reimburse the plaintiff for the costs of producing the pilot; (2) the plaintiff was “not responsible for [the defendant] getting hired at MSNBC” and there was never any arrangement to compensate the plaintiff with a 12% commission for the MSNBC show; and (3) although the two had discussed a possible partnership to own and produce a Sunday morning show, the capital to produce the show “was NEVER raised” and, even though the defendant was still “willing to pursue that [show] with” the plaintiff, “that show never happened.” Id. Ex. 18. According to the plaintiff, following the early May 2009 failed attempts to reach a deal on compensation, he contacted Landa and NBC Universal (MSNBC’s parent company), seeking recognition of the money he believed he was owed. Compl. ¶¶ 72-73. On May 12, 2009, the defendant — perhaps under pressure from MSNBC management to do so, see id. ¶ 75 — finally reimbursed the plaintiff $12,000 for the production of the pilot. Compl. ¶ 76; Answer ¶ 69. Soon after the defendant reimbursed the plaintiff, the plaintiff alleges that the defendant “virtually ceased contact” with him and would not respond to “repeated inquiries about compensation as part owner of ‘The Ed Show’ and for his outstanding expense bills.” Compl. ¶ 71. According to the defendant, however, communications between the two dropped off due to the plaintiffs “bizarre conduct,” and the fact that he was “stalking Schultz and Sehultz[’s] wife.” Answer ¶ 71. In particular, the defendant alleges that the plaintiff began to harass him and his wife with communications threatening litigation and blackmail if the defendant did not accede to his compensation demands, which resulted in a cease-and-desist letter being sent to the plaintiff on July 30, 2009. Id. The defendant further alleges that, on July 21, 2010, the plaintiff “read a defamatory statement publically accusing Schultz of, among other things, stealing and causing him to finance his home to pay for the pilot.” Id. The defendant also claims that on or before May 20, 2010, the plaintiff “caused to be written a ‘press release’ containing the false and slanderous statements,” i.e., “that Schultz had a business contract with Queen and that Schultz reneged on or otherwise breached that contract”; “that Schultz defrauded Queen and that Schultz owed Queen money for, among other things, producing a pilot for a proposed television show; and, that Schultz caused Queen to mortgage his house to finance the pilot for a proposed television show project.” Countercl. ¶¶ 11, 20-23, ECF No. 5. For his part, the plaintiff admits that he made statements about the defendant at the July 21, 2010, NBC staff meeting and that he published the May 20, 2010, “press release,” but he simply contends that none of his statements were ever false or defamatory. Pl./Countercl. Def.’s Answer to Countercl. (“Pl.’s Answer to Countercl.”) ¶¶ 18-20, ECF No. 8. On May 5, 2011, the plaintiff filed the present action, seeking the compensation he believes he is owed under a number of legal theories. In particular, in all five causes of action, the plaintiff seeks “(i) the outstanding principal of twenty-five percent of the income after expenses of ‘The Ed Show1 made to the defendant, plus (ii) accrued interest on the principal amount from the inception of ‘The Ed Show1 to date,” which he claims “is in excess of $100,000.” Compl. ¶¶ 82, 88, 92, 97, 102. In his Answer and Counterclaim, the defendant denies the gravamen of the plaintiffs claims and makes three counterclaims of his own, seeking an unspecified amount of damages. Specifically, he alleges that the plaintiff fraudulently induced him and his wife to move to Washington, D.C. based on assurances that “a deal had been struck with Allan Horlick at WUSA wherein Schultz could finance or cause to be financed a nationally syndicated Sunday morning television show.” Countercl. ¶ 5. He also alleges two counts of defamation (libel and slander per se) based upon the plaintiffs statements at the July 21, 2010, NBC staff meeting and in the May 20, 2010, press release. Id. ¶¶ 9-24. The defendant has filed two motions for summary judgment on all of the plaintiffs claims. See Rule 56 Mot. for Summ. J. or Alternatively Rule 12(c) Mot. J. on Pleadings (“Def.’s First Mem.”), ECF No. 20; Def.’s Second Mot. for Summ. J. or Alternatively for J. on Pleadings (“Def.’s Second. Mem.”), ECF No. 31. The plaintiff has also filed a cross-motion for summary judgment on all of the defendant’s counterclaims as well as the plaintiffs contract claims. See PL’s Mot. for Partial Summ. J. (“PL’s Mem.”), ECF No. 30. These three motions are now pending before the Court. In his first summary judgment motion, the defendant rested his entire argument on the premise that, throughout the relevant time period, the plaintiff was acting as an unlicensed talent agent for the defendant and, therefore, that any contract for compensation arising out of their relationship was illegal under both New York and District of Columbia law. See Def.’s First Mem. at 1-3. In his second motion for summary judgment, the defendant additionally argued that (a) the alleged contract violates the Statute of Frauds and (b) the alleged contract is unenforceable because there was no meeting of the minds regarding any material provision of the alleged contract; (c) the breach of implied contract and intentional infliction of emotion distress claims are duplicative of the breach of contract claim; and (d) the fraud in the inducement and tortious interference with business relations claims fail because they are directly contradicted by the plaintiffs deposition testimony. See Def.’s Second Mem. at 1-3 The plaintiff argues in his cross-motion for summary judgment that he is entitled to judgment as a matter of law on his contract claims because he and the defendant “agreed to form a partnership in order to develop and pitch the concept of a TV show featuring Schultz as host to various television networks.” PL’s Mem. at 10. He also argues that he is entitled to summary judgment on the defendant’s counterclaims because, essentially, there is no evidence that he said anything false and, therefore, he committed no fraud or defamation. See id. at 19-23. The record after nearly five months of discovery makes clear that both parties were willing to pursue efforts to transfer the defendant’s radio show to a television format and that the defendant, along with his counsel Landa, encouraged — and exploited — the plaintiff to expend time, energy and resources for this goal. What is far from clear, however, is what the nature of the parties’ relationship was, what damages either or both parties may have suffered, and what might have constituted the final terms of any deal struck between the parties. While the record is replete with activities undertaken by both parties towards their shared goal of putting the defendant on television, these open questions are not the result of any genuine disputes of material fact. Rather, the record is largely devoid of evidence required to establish legally cognizable claims. Even accepting the plaintiffs view that in his dealings with the defendant, he “trusted a liar and a thief,” and was “lied to, lied to, lied to,” see Queen Dep. at 339:9-10, 341:15-16, establishing that the defendant did not “remain true to his word,” Pl.’s Statement of Material Facts ¶ 13, is not sufficient to support the pending claims.. Therefore, though questions remain unanswered, the Court ultimately concludes that all of these claims and counterclaims must be dismissed as a matter of law. II. STANDARDS OF REVIEW The defendant has moved for dismissal of the plaintiffs claims under Federal Rule of Civil Procedure 12(c) (Judgment on the Pleadings) and Federal Rule of Civil Procedure 56 (Summary Judgment). The plaintiff has moved for dismissal of the defendant’s counterclaims only under Rule 56. A. Judgment on the Pleadings “In evaluating a motion for judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c), courts employ the same standard that governs a Rule 12(b)(6) motion to dismiss.” Lans v. Adduci Mastriani & Schaumberg L.L.P., 786 F.Supp.2d 240, 265 (D.D.C.2011). In other words, “the Court may not rely on facts outside the pleadings and must construe the complaint in the light most favorable to the non-moving party.” Id. (internal quotation marks omitted). If, however, on a motion under Rule 12(c), “matters outside the pleadings are presented to and not excluded by the court, the motion must be treated as one for summary judgment.” Fed.R.Civ.P. 12(d). Because the Court will consider matters beyond the pleadings in deciding the instant motions, the defendant’s motions will be treated as motions for summary judgment. B. Summary Judgment Federal Rule of Civil Procedure 56 provides that summary judgment shall be granted “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.CivP. 56(a). Summary judgment is properly granted against a party who, “after adequate time for discovery and upon motion, ... fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The burden is on the moving party to demonstrate that there is an “absence of a genuine issue of material fact” in dispute. Id. at 323, 106 S.Ct. 2548. In ruling on a motion for summary judgment, the Court must draw all justifiable inferences in favor of the nonmoving party and shall accept the nonmoving party’s evidence as true. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Estate of Parsons v. Palestinian Auth., 651 F.3d 118, 123 (D.C.Cir.2011). The Court is only required to consider the materials explicitly cited by the parties, but may on its own accord consider “other Materials in the Record.” Fed.R.Civ.P. 56(C)(3). For a factual dispute to be “genuine,” the non-moving party must establish more than “[t]he mere existence of a scintilla of evidence” in support of its position, Liberty Lobby, 477 U.S. at 252, 106 S.Ct. 2505, and cannot rely on “mere allegations” or conelusory statements, see Veitch v. England, 471 F.3d 124, 134 (D.C.Cir.2006); Greene v. Dalton, 164 F.3d 671, 675 (D.C.Cir.1999); Harding v. Gray, 9 F.3d 150, 154 (D.C.Cir.1993); accord Fed.R.Civ.P. 56(e). Rather, the nonmoving party must present specific facts that would enable a reasonable jury to find in its favor. See, e.g., Fed.R.Civ.P. 56(c)(1). If the evidence “is merely colorable, or is not significantly probative, summary judgment may be granted.” Liberty Lobby, 477 U.S. at 249-50, 106 S.Ct. 2505 (citations omitted). “[A] complete failure of proof concerning an essential element of the nonmoving party’s case necessarily renders all other facts immaterial.” Celotex, 477 U.S. at 323, 106 S.Ct. 2548. In that situation, “[t]he moving party is ‘entitled to judgment as a matter of law1 because the nonmoving party has failed to make a sufficient showing on an essential element of her case with respect to which she has the burden of proof.” Id. “Self-serving testimony does not create genuine issues of material fact, especially where that very testimony suggests that corroborating evidence should be readily available.” Fields v. Office of Johnson, 520 F.Supp.2d 101, 105 (D.D.C.2007). III. DISCUSSION Because the Court is exercising diversity jurisdiction over this action, and all of the claims are common-law contract and tort causes of action, the Court must first discuss what choice-of-law principles need to be applied. The defendant contends that New York law should apply, see Def.’s Second Mem. at 3, while the plaintiff argues that District of Columbia law should apply, see Mem. P & A in Supp. Pl.’s Second Opp’n Def.’s Second Mot. Summ. J. (“PL’s Second Opp’n”) at 15-17, ECF No. 32. A. Choice of Law When claims are brought pursuant to diversity jurisdiction, a federal court must apply the choice-of-law rules of the forum state. See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941); Muir v. Navy Fed. Credit Union, 529 F.3d 1100, 1107 (D.C.Cir.2008). Under District of Columbia choice-of-law rules, “the court must first determine whether a conflict exists between the law of the forum and the law of the alternative jurisdiction” because “[i]f there is no true conflict, the court should apply the law of the forum.” Owens v. Republic of Sudan, 826 F.Supp.2d 128, 154 (D.D.C.2011) (citing USA Waste of Md., Inc. v. Love, 954 A.2d 1027, 1032 (D.C.2008)). “A conflict of laws does not exist when the laws of the different jurisdictions are identical or would produce the identical result on the facts presented.” USA Waste, 954 A.2d at 1032. If a conflict does exist, District of Columbia courts employ a “modified governmental interests analysis which seeks to identify the jurisdiction with the most significant relationship to the dispute.” Washkoviak v. Student Loan Mktg. Ass’n, 900 A.2d 168, 180 (D.C.2006) (internal quotation marks omitted); accord Oveissi v. Islamic Republic of Iran, 573 F.3d 835, 842 (D.C.Cir.2009) (“District of Columbia courts blend a ‘governmental interests analysis’ with a ‘most significant relationship’ test.” (quoting Hercules & Co. v. Shama Rest. Corp., 566 A.2d 31, 40-41 & n. 18 (D.C.1989))). The Court will apply this test to each of the claims in the discussion below. B. Contract Claims The defendant concedes that he entered into an agreement with the plaintiff jointly to produce a pilot episode of a proposed syndicated television show. See Decl. of Edward Schultz in Opp’n Pl.’s Mot. Summ. J. (“Second Schultz Decl.”) ¶ 5, ECF No. 33-3. He also admits that he authorized or requested the plaintiff to act on his behalf in trying to find a television show on CNN and CBS. See Schultz Dep. at 28:12-20. What the parties dispute is whether an agreement ever existed wherein the defendant actually promised to compensate the plaintiff for his efforts — either through a percentage of profits or income, or otherwise. The plaintiff argues that he and the defendant formed “an oral, written, and implied contract” that was subsequently breached by the defendant, see Pl.’s Mem. at 10, which now entitles him to “twenty-five percent of the income after expenses of ‘The Ed Show’ made to defendant,” Compl. ¶¶ 82, 88, 92, 97,102. The Court notes at the outset that the nature of this alleged contract has eluded precise definition and has been characterized by the plaintiff in a variety of ways. The plaintiff refers to the agreement in the Complaint broadly as a “valid and enforceable verbal and written agreement through telephone calls and e-mail exchanges ... which entitled plaintiff to twenty-five percent of the income after expenses of ‘The Ed Show.’ ” Compl. ¶ 80. In his opposition to the defendant’s first motion for summary judgment, he described it both as an “oral, written, and implied in fact contract to form a partnership for the sole purpose of pitching the concept of a TV show featuring the defendant as host,” and as a “partnership venture.” PL’s First Opp’n at 24. Finally, in his own motion for partial summary judgment, the plaintiff characterizes it as both “an agreement to create, produce and pitch the show” and an “agreement to have [the plaintiff] develop and pitch the concept of a TV show with [the defendant] as host.” Pl.’s Mem. at 17-18. From this, the Court discerns two distinct, potential agreements: (1) an agreement whereby the plaintiff developed and pitched a show on behalf of the defendant; and (2) an agreement whereby the plaintiff produced and pitched a show in partnership with the defendant. The Court also notes, as briefly discussed above, that the nature of the show being “pitched” also changed over time. See discussion supra pages 153-54. As the record evidence indicates, the original concept was for the plaintiff to propose the concept of a show with the defendant as host in the hope that a television network would sign the defendant to a contract and produce the show. See Landa Decl. Exs. 18-19. In this “agency scenario,” the network would own the rights to the show, and any compensation to the plaintiff would come either from a share of the defendant’s salary or from being employed by the network as a producer of the show. See id. Ex. 19 (describing to the plaintiff how “you would have gotten credit for getting Ed on TV and your team would make some sort of commission”). The alternative concept was for the plaintiff, the defendant, and possibly a third party (e.g., Schindler or Landa) to form a partnership that would produce a show with its own capital and then try to syndicate the show. See id. Exs. 18-19. Under this “ownership scenario,” the partnership (including the plaintiff and the defendant) would own the show and would presumably sell the rights to broadcast the show to a network or networks in return for cash, air time, or other consideration. The first potential agreement discussed above would necessarily be an agency scenario agreement, while the second potential agreement would almost certainly be an ownership scenario agreement. The Court will consider both possible scenarios in determining whether summary judgment should be granted to either party. 1. Enforceability of the “Agency” Contract Under the agency scenario, the plaintiff claims that there was an agreement whereby the plaintiff would be compensated for developing and pitching a television show, either on behalf of or in conjunction with the defendant. The plaintiff admits there was no final written contract signed between himself and the defendant. Compl. ¶ 80 (conceding that “the final agreement was not signed by defendant”). Nor does the plaintiff assert that there were multiple agreements, such that an oral agreement modified a prior written agreement or that a written agreement memorialized a prior oral agreement. Instead, the plaintiff attempts to piece together e-mails and undocumented oral communications that evince a single, enforceable contract. Id.; PL’s Second Opp’n at 28 (“Queen asserts he entered into an oral and written agreement [through a series of telephone calls, in-person conversations, and e-mails] with Schultz to exclusively develop and pitch the concept for a TV show with Schultz as host to various TV and cable television networks....”). Under District of Columbia law, a “valid and enforceable contract requires ‘both (1) agreement as to all material terms, and (2) intention of the parties to be bound.’ ” Simon v. Circle Assocs., Inc., 753 A.2d 1006, 1012 (D.C.2000) (quoting Sims v. Westminster Investing Corp., 648 A.2d 940, 942 (D.C.1994)); see also Duffy v. Duffy, 881 A.2d 630, 633 (D.C.2005) (“ ‘For there to be an enforceable contract, there must be mutual assent of the parties to all the essential terms of the contract.’ ” (quoting Malone v. Saxony Coop. Apartments, 763 A.2d 725, 729 (D.C.2000))). This is regardless of whether the contract is written or oral in nature. See Jack Baker Inc. v. Office Space Dev. Corp., 664 A.2d 1236, 1238 (D.C.1995). The requirements for proving the enforceability of an alleged contract are essentially the same in New York. See, e.g., Express Indus. & Terminal Corp. v. N.Y. State Dep’t of Transp., 93 N.Y.2d 584, 693 N.Y.S.2d 857, 715 N.E.2d 1050, 1053 (1999) (“To create a binding contract, there must be a manifestation of mutual assent sufficiently definite to assure that the parties are truly in agreement with respect to all material terms.”); Gui’s Lumber & Home Ctr., Inc. v. Mader Constr. Co., Inc., 13 A.D.3d 1096, 787 N.Y.S.2d 555, 556 (2004) (“In order to create a binding contract there must be a meeting of the minds as to the essential terms of the agreement.”); Maffea v. Ippolito, 247 A.D.2d 366, 668 N.Y.S.2d 653, 654 (1998) (“The manifestation or expression of assent necessary to form a contract may be by word, act, or conduct which evinces the intention of the parties to contract.”). Because the laws of New York and the District of Columbia regarding the requirements for enforcing a contract are either identical or would lead to the same result in this case, no conflict exists and, therefore, the Court will apply District of Columbia law to the breach-of-contract claims. See USA Waste, 954 A.2d at 1032. a) Agreement on Material Terms Regardless of whether the contract was oral, written, or implied in fact, the plaintiff has failed to create a genuine issue of material fact regarding the existence of a contract because he has presented no evidence that the parties agreed on all of the material terms of the alleged agreement. “A contract must be sufficiently definite as to its material terms (which include, e.g., subject matter, price, payment terms, quantity, quality, and duration) that the promises and performance to be rendered by each party are reasonably certain.” Rosenthal v. Nat’l Produce Co., 573 A.2d 365, 370 (D.C.1990). For that standard to be met, “parties need to express their intentions so that a court can understand them, determine whether a breach has occurred, and identify the obligations it should enforce.” Dyer v. Bilaal, 983 A.2d 349, 356 (D.C.2009). “To be final, contract negotiations must include all of the terms which the parties intended to resolve; material terms cannot be left to future settlement.” Edmund J. Flynn Co. v. LaVay, 431 A.2d 543, 547 (D.C.1981). Here, the parties never agreed with reasonable certainty on several material terms of the alleged agreement, most notably the amount of compensation that would be paid to the plaintiff. It is clear from the record that the defendant made what could reasonably be read as assurances to the plaintiff about compensation for his help in developing a television show with the defendant as host. For example, the defendant wrote to the plaintiff on March 5, 2008, that “I will agree to a 50-25-25 percentage formula of profits after expenses of the show.” Pl.’s First Opp’n Ex. 1. One month later, on April 5, 2008, the defendant told the plaintiff “any TV deal will obviously involve you. I will not do a TV deal without your involvement and that includes financial involvement. Rest assured, we are together on this.” Id. Ex. 4. Yet again, on June 7, 2008, the defendant told the plaintiff, “We have some work to do. I’ll will [sic] get right to it. It was your idea. What’s that worth?” Id. Ex. 10. The only one of these communications that even mentioned a specific term for compensation, however, was the March 5, 2008, e-mail, in which the defendant indicated a willingness to agree to a 50/25/25 split of “profits after expenses of the show,” id. Ex. 1, but the Court concludes for a number of reasons that the parties never agreed to that figure (or any alternative figure) for the purpose of compensating the plaintiff. First and foremost, the statement by the defendant that he “will agree” displays an initial desire to agree, but it does not display an agreement itself. The clear thrust of the statement is that the defendant would be comfortable agreeing to a 50/25/25 split in the future, and no evidence suggests that the defendant intended to be bound by that figure at that time. Thus, the defendant’s statement about a 50/25/25 split was no more than an “agreement to agree,” which is unenforceable as a contract in the District of Columbia. See, e.g., Overseas Partners, Inc. v. PROGEN Musavirlik ve Yonetim Hizmetleri, Ltd. Sikerti 15 F.Supp.2d 47, 53 (D.D.C.1998) (agreements to agree are unenforceable under D.C. law). Second, the record demonstrates that the 50/25/25 figure was never finalized as a term of any agreement and was in fact superseded by other proposals and counter-proposals regarding compensation structures. In a May 29, 2008, e-mail, the plaintiff sent Landa proposed terms for an agreement and requested “[e]qual ownership ... should you, Ed, and I enter into an agreement,” and “an amount equal to 10% of Ed’s television salary for the duration of any TV production formed from this agreement.” Pl.’s First Opp’n Ex. 6. Landa replied on June 6, 2008, that “30% ownership by you is out of the question” and “Ed is not interested in having your ‘salary’ based on his ‘salary.’ ” Id. Ex. 9. On March 13, 2009, the plaintiff once again changed positions, stating in an e-mail to the defendant: “We have discussed and agreed to ownership, that is my renumeration [sic] would be 12%.” Landa Decl. Ex. 11. Finally, on May 10, 2009, the plaintiff wrote to the defendant claiming he was owed “12% of gross income from [The Ed Show].” Id. Ex. 17. Thus, over time the plaintiffs proposed compensation has vacillated from (a) 25% of “profits,” to (b) 33% of profits plus 10% of the defendant’s salary, to (c) 12% of some unspecified amount (profits or salary), to (d) 12% of “gross income,” and now the plaintiff has returned to the original figure of 25% but now seeks (e) 25% of the defendant’s salary rather than 25% of “profits.” Indeed, the plaintiffs own deposition testimony demonstrates that there was never any final agreement regarding the terms of his compensation. See, e.g., Queen Dep. at 146:8-9 (admitting that he and the defendant “were discussing all kinds of different things” with regard to compensation); id. at 339:13-19 (“I didn’t have these [compensation] numbers ... in a written agreement.... I was grabbing at straws [in May 2009], hoping against hope that this man would do something decent to ... pay me for all the work I did, be it 25 or whatever.”); id. at 441:20-22 (stating that the terms of the putative partnership “evolved over many conversations”). The plaintiffs March 13, 2009, email further indicates clear confusion (rather than agreement) about the compensation owed to the plaintiff. In that email, the plaintiff wonders aloud whether their proposed agreement would even apply to “the MSNBC opportunity” and whether the plaintiff would be paid a portion of the defendant’s salary from that show — in other words, the very questions at the heart of the plaintiffs breach-of-contract claims. See Landa Decl. Ex. 11. Finally, as referenced above, the record reveals that, aside from the numerical figures, there was also no agreement regarding the type of compensation to be paid to the plaintiff. Although initial discussions mentioned splitting “profits” from a potential show, later communications discussed the plaintiff being paid a percentage of the defendant’s salary, and some communications referenced both types. Compare Pl.’s First Opp’n Ex. 1, and Landa Decl. Ex. 17, with Pl.’s First Opp’n Ex. 6, and Landa Decl. Ex. 15. There is no evidence in the record suggesting that the parties ever settled on a type of compensation for the plaintiff, and Landa’s June 6, 2008, email to the plaintiff explicitly rejected (on the defendant’s behalf) any proposed compensation that would be based upon the defendant’s salary. See PL’s First Opp’n Ex. 9. As a result, the Court holds that the plaintiff has failed to create a genuine issue of material fact regarding the absence of agreement on the material terms of the alleged contract. Although the defendant encouraged the plaintiff to expend time and resources on behalf of their shared goal of getting the defendant on television and, to this end, provided the plaintiff with ongoing assurances that he would be rewarded with some compensation for his efforts, the amount and nature of that compensation was never agreed upon. As a result, the Court is unable to discern all of the material terms of the alleged agreement, and thus the defendant is entitled to judgment as a matter of the law on the plaintiffs breach-of-contract claims. See Duffy, 881 A.2d at 634 (“[A]n agreement is unenforceable if it fails to address material terms.”); Jack Baker, 664 A.2d at 1239 (“Where the parties fail to agree to all material terms no contract is formed, even if the parties intended to be bound by their oral agreement prior to the execution of the written contract.” (citation omitted)); Rosenthal, 573 A.2d at 369-70 (“Vagueness of expression, indefiniteness and uncertainty as to any of the essential terms of an agreement, have often been held to prevent the creation of an enforceable contract.” (quoting 1 A. Cor-bin, Corbin on Contracts § 95, at 394 (2d ed. 1963))). b) Intent to Be Bound Even assuming arguendo that the plaintiff had created a genuine issue of fact regarding agreement on material terms, his breach-of-contract claims would still not survive summary judgment because the plaintiff has not created any genuine issue of fact regarding the defendant’s intent to be bound. “For an enforceable contract to exist, the court must not only determine that there was an agreement to all material terms, but also that the parties intended to be bound.” Duffy, 881 A.2d at 636-37 (citing Jack Baker, 664 A.2d at 1238). To determine whether the parties intended to be bound, the Court must determine whether the parties objectively manifested a mutual intent to be bound. “‘[Rjegardless of the parties’ actual, subjective intentions, the ultimate issue is whether, by their choice of language ..., they objectively manifested a mutual intent to be bound contractually.’ ” Dyer, 983 A.2d at 357 (alteration in original) (quoting 1836 S St. Tenants Ass’n, Inc. v. Estate of B. Battle, 965 A.2d 832, 837 (D.C.2009)). “The intentions of parties to a contract can be found from written materials, oral expressions, and the actions of the parties.” Duffy, 881 A.2d at 637. To create a genuine issue of fact regarding the defendant’s intent to be bound, the plaintiff points to the same e-mail communications between March and June 2008 that he puts forth as evidence of agreement on compensation. See Pl.’s Second Opp’n at 31-33. Before discussing those e-mails, the Court notes that the plaintiffs argument that the defendant intended to be bound because he “intend[ed] for Queen to develop and pitch the concept of a TV show to MSNBC,” id. at 32, misunderstands the requirement of demonstrating an intent to be bound. For the defendant to intend to be bound under contract law principles he must have manifested an intent not only to have the plaintiff perform some act; he must also display an intent to be bound to provide consideration in return for that act. This is why courts, including the District of Columbia Court of Appeals, describe an intent to be bound as “a mutual intent to be bound contractually.” Dyer, 983 A.2d at 357 (emphasis added). The required intent is, in other words, an intent to be held to a mutual and reciprocal bargain, not just an intent to have one side of that bargain performed. ' See, e.g., E. Allan Farnsworth, Contracts § 3. 1, at 108 (4th ed. 2004) (“The requirement of a bargain imposed by the doctrine of consideration means that the parties’ manifestations must have reference to each other, i.e., that they be reciprocal.”) The plaintiff relies heavily on two e-mail communications to create a genuine issue of fact regarding the defendant’s intent to be bound. See Pl.’s Second Opp’n at 31-33. The first is the March 16, 2008, e-mail in which the defendant’s attorney, Landa, stated that he “would agree” to a “letter of understanding” wherein the plaintiff, the defendant, and Mr. Schindler “agree to form a partnership or corporation ... for any television broadcast opportunities that occurs as a result of this agreement.” PL’s First Opp’n Ex. 14. The second is an April 22, 2008, e-mail in which the defendant stated: “The networks is [sic] our only chance. Hopefully Fox or MSNBC will come through.” Id. Ex. 5. The plaintiff also points to actions taken by both parties after the alleged agreement that, he argues, illustrate the intent of the parties to be bound because they demonstrate that both parties “proceeded to perform the terms of the agreement.” See PL’s Second Opp’n at 32 (citing Duffy, 881 A.2d at 637). Specifically, the plaintiff points to the defendant’s admission that he entered into a joint venture to shoot a pilot regarding a TV show with the defendant as host. Id. (citing Schultz Dep. at 30:14-22). The plaintiff also notes that he pitched the show to numerous television executives. Id. at 33 (citing Queen Dep. at 39:3-21). The fundamental question that must be asked is: Could a reasonable factfinder view this evidence and conclude that the defendant ever objectively manifested an intent to be bound? The Court believes the answer must be no. The two e-mail communications marshaled in support of an intent to be bound are insufficient to create a genuine issue of fact. The March 16, 2008, e-mail is clearly a preliminary proposal that, like the defendant’s March 5, 2008, e-mail, is an unenforceable “agreement to agree” at best, and the April 22, 2008, e-mail is even less — a mere statement of optimism untethered to any particular agreement or understanding. The parties’ alleged post-agreement conduct is equally unavailing. The fact that the defendant agreed to produce the pilot in a joint venture with the plaintiff cannot create a genuine issue of fact regarding whether the defendant intended to be bound to a different agreement, ie., a much broader agreement to give the plaintiff 25% of his salary. Even less helpful is the evidence that the plaintiff subsequently “pitched” the show to several networks because, even assuming the plaintiff intended to be bound, the crux of this dispute is whether the defendant intended to be bound, which the plaintiffs actions cannot illuminate. Additionally, the fact that negotiations continued after the alleged time of contract formation militate strongly against any finding that either party intended to be bound to the alleged contract. As discussed above, the e-mail negotiations concerning compensation continued well after March 2008, when the 50/25/25 division of profits proposal and the partnership proposal were exchanged. See discussion supra Part III.B.l.a. These subsequent negotiations reflect both parties’ intention not to be bound. See Edmund J. Flynn, 431 A.2d at 547 (“[Subsequent negotiations about drafts of a written sales commission agreement reflect the parties’ intention not to be bound until a formal writing was executed.”); Jack Baker, 664 A.2d at 1239 (“[P]arties will not be bound to a preliminary agreement unless the evidence presented clearly indicates that they intended to be bound at that point.”). What is more, the plaintiff admitted in a July 28, 2008, e-mail to a third party that he “d[id] not have a formal agreement with Ed as of yet,” Landa Deck Ex. 11, which is strong evidence further weighing against any genuine issue of fact regarding an intent to be bound by either party. Because the plaintiff has failed to create a genuine issue of fact regarding both essential elements of his two breach-of-contract claims — agreement on material terms and intent to be bound — the record evidence demonstrates that the defendant is entitled to judgment as a matter of law on those claims. 2. Enforceability of Partnership Agreement Because the plaintiff also characterizes his agreement with the defendant as a “partnership,” see, e.g., Queen Deck ¶¶ 28, 31, the Court will also analyze the plaintiffs breach-of-contract claims under a partnership theory. Under District of Columbia law, a partnership is formed “ “when two or more competent persons [contract] to place their money, effects, labor, and skill or some or all of them, in lawful commerce or business, and to divide profit and bear the loss in certain proportions.’ ” Beckman v. Farmer, 579 A.2d 618, 627 (D.C.1990) (alteration in original) (quoting Ga. Cas. Co. v. Hoage, 59 F.2d 870, 872 (D.C.Cir.1932)); see also D.C. Code § 29-602.02(a) (2012) (“[T]he association of 2 or more persons to carry on as co-owners of a business for profit shall form a partnership, whether or not the persons intend to form a partnership.”). While the parties’ characterizations of their relationship is probative, “the question ultimately is objective: did the parties intend to do the acts that in law constitute partnership?” Beckman, 579 A.2d at 627 (internal quotation marks omitted). “In general, the courts, in determining objective partnership intent, look for the presence or absence of the attributes of co-ownership, including profit and loss sharing, control, and capital contributions.” Id. (internal quotation marks omitted). New York law on the formation of a partnership mirrors that of the District of Columbia. See, e.g., In re Nassau Cnty. Grand Jury Subpoena Duces Tecum Dated June 24, 2003, 4 N.Y.3d 665, 797 N.Y.S.2d 790, 830 N.E.2d 1118, 1125 (2003) (“[T]he term ‘partnership’ is defined as ‘an association of two or more persons to carry on as co-owners a business for profit’ (citing N.Y. P’ship Law § 10(1))); Griffith Energy, Inc. v. Evans, 85 A.D.3d 1564, 925 N.Y.S.2d 282, 283 (2011) (holding that existence of partnership depends upon “the conduct, intention[], and relationship between” the parties, though “[n]o one factor is determinative; it is necessary to examine the ... relationship as a whole”). Because the laws of New York and the District of Columbia regarding the formation of a partnership are either identical or would lead to the same result in this case, no conflict exists, and the Court will apply District of Columbia law to the plaintiffs partnership theory. See USA Waste, 954 A.2d at 1032. The Court first repeats its previous observation that, under a partnership theory, the only arrangement between the parties that makes sense based on the evidentiary record is that the proposed “partnership” would have been formed for the purpose of producing a television show that would be owned by the partnership and then syndicated. See discussion supra pages 157-59. This appears to be what the plaintiff means when he alleges that a partnership was formed “for the development and production of any TV show featuring Schultz.” Queen Decl. ¶ 28. This observation is based upon the well-settled distinction between a partnership relationship and an employment relationship. The critical element of a partnership not present in an employment relationship is co-ownership. See, e.g., In re KeyTronics, 274 Neb. 936, 744 N.W.2d 425, 441 (2008) (“It is co-ownership that distinguishes partnerships from other commercial relationships .... ” (citing J. William Callison & Maureen A. Sullivan, Partnership Law and Practice, General and Limited Partnerships, § 5:11 (2006))). Thus, where one person merely performs the service of procuring employment for another person, it stands to reason that such a relationship cannot be a partnership because it is not a co-owned business — it is an employment relationship. This would be true even if the agent’s compensation were based on the profit of a resulting employment opportunity. As another federal court has said: A person who has no proprietary interest in the business save to share profits as a compensation for services is not a partner or joint venturer. An agreement made in exchange for a business finder’s or a broker’s services performed at plaintiffs pleasure, to compensate plaintiff in an amount measured by the net profits realized on a deal found by the plaintiff does not create a joint venture. Allen Chase & Co. v. White, Weld & Co., 311 F.Supp. 1253, 1259 (S.D.N.Y.1970); see also D.C. Code § 29-602.02(c)(3) (“A person that receives a share of the profits of a business shall be presumed to be a partner in the business, unless the profits were received in payment ... [f]or services as an independent contractor or of wages or other compensation to an employee.”) As applied to the instant case this means that, insofar as the plaintiff claims that he is entitled to a portion of the defendant’s salary as a result of a partnership, his partnership theory is a non-starter. Any such claim would necessarily have to be based on some kind of agency services contract because the plaintiff has presented no evidence or legal authority to support the notion that he has (or could have) a proprietary interest in or co-ownership of the defendant’s employment. To hold otherwise would be potentially to entitle any talent or employment agent to the perpetual co-ownership of the salaries of his clients. Likewise, insofar as the plaintiff claims that, as a result of a partnership with the defendant, he is entitled to a percentage of profits from any given television program involving the defendant as host, that claim, although potentially color-able, is foreclosed by the undisputed facts in this case: The defendant has no ownership interest in “The Ed Show” nor any entitlement to receive a share of its profits. See Decl. of Edward Schultz in Supp. Def.’s Second Mot. Summ. J. (“First Schultz Deck”) ¶¶8-9, ECF No. 31-2. Therefore, the Court holds that the plaintiffs claim to a percentage of the defendant’s salary under a partnership theory fails as a matter of law. Even if a partnership theory were applicable to the facts of this case, the plaintiff has nevertheless failed to create a genuine issue of fact regarding whether the parties intended to form a partnership. The communications between the parties consistently display a relationship that was devoid of any indicia of a partnership, most notably the sharing of profits and losses, control, and capital contributions. The plaintiff never made any capital contributions to the putative business, but rather relied upon the defendant to cover the capital investments that were necessary to launching a television show — in particular, the $11,500 for the production and dissemination of the pilot. In fact, the plaintiff only agreed initially to pay for the pilot on the condition that the defendant would reimburse all of the costs of production. See Pl.’s First Opp’n Ex. 8. This cost was by far the largest tangible investment from which the parties would have stood to gain or lose in an alleged partnership, yet both parties agreed that the defendant would bear that risk himself. What is more, the communications between the parties illustrate a relationship in which the defendant retained all meaningful control over how the “business” was run. In one particularly poignant example, one iteration of the plaintiffs business proposal conceded in relevant part that “Ed would have total control of content, hiring, [and] production decisions.” Id. Ex. 6. These facts alone, standing uncontradicted and undiluted by any countervailing evidence from the plaintiff, demonstrate no genuine issue of material fact regarding the parties’ absence of intent to form a partnership. As a result, the Court repeats its conclusion that the defendant is entitled to judgment as a matter of law on the plaintiffs breach-of-contract claims. 3. Unjust Enrichment In his opposition to the defendant’s second Motion for Summary Judgment, the plaintiff raised, for the first time, the argument that he is entitled to damages under a theory of unjust enrichment. See Pl.’s Second Opp’n at 22-24. The plaintiff purports to raise an unjust enrichment theory under his second cause of action for “Breach of Implied-in-Fact Contract.” See id. A claim for unjust enrichment, however, is distinct from a claim for an implied-in-fact contract. As the District of Columbia Court of Appeals has explained, unjust enrichment is “quasi-contractual in nature,” or a contract “implied in law,” rather than one implied in fact. See Peart v. Dist. of Columbia Hous. Auth., 972 A.2d 810, 813-814 (D.C.2009). “A quasi-contract ... is not a contract at all, but a duty thrust ... upon one party to requite another in order to avoid the former’s unjust enrichment.” Vereen v. Clayborne, 623 A.2d 1190, 1194 (D.C.1993) (internal quotation marks omitted); see also Jordan Keys & Jessamy, LLP v. St. Paul Fire & Marine Ins. Co., 870 A.2d 58, 63 (D.C.2005) (“From the beginning a quasi-contract has been openly acknowledged to be a [l]egal fiction invented by common law courts to permit recovery by contractua