P and D contemplated developing the Jay Street Property, a parking lot, for commercial and residential use. The discussions that followed culminated in a two-page Memorandum of Understanding (MOU). The parties agreed to 'work together to develop, build, market and manage a new real estate venture planned for an existing site at 100 Jay Street in Brooklyn, NY.' D owned the lot and was to provide the lot to the partnership. P was to provide his company and individual experience, lender relationships, architect/engineering relationships, legal relationships, and governmental relationships to lead the development effort . . . [including] the rezoning process, conceptual design of the project, conceptual budgeting, arranging for possible financing avenues and helping to establish an effective marketing plan.' P agrees to front the costs of development up to an amount not exceeding $175,000,' and the parties agreed to pursue jointly the provision of necessary financing. The MOU declares that 'time is of the essence,' and states the parties' intent to 'enter into a formal contract shortly.' P designed the building, got the approvals and rezoning accomplished. P and D attempted to come to an agreement between themselves, but that failed. Upset with the proposed terms, D terminated his participation. P sued seeking a declaratory judgment, a permanent injunction, specific performance of the MOU, and, in the alternative, damages in quantum meruit. D moved for summary judgment, and it was granted to all claims except those in quantum meruit. P appealed.

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